10-Q

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2020

OR

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from             to

Commission File Number: 001-34448

Accenture plc

(Exact name of registrant as specified in its charter)

Ireland	98-0627530
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

1 Grand Canal Square,

Grand Canal Harbour,

Dublin 2, Ireland

(Address of principal executive offices)

(353) (1) 646-2000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A ordinary shares, par value $0.0000225 per share	ACN	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☑	Accelerated filer	☐	Non-accelerated filer	☐
Smaller reporting company	☐	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares of the registrant’s Class A ordinary shares, par value $0.0000225 per share, outstanding as of December 7, 2020 was 661,135,130 (which number includes 26,889,663 issued shares held by the registrant). The number of shares of the registrant’s Class X ordinary shares, par value $0.0000225 per share, outstanding as of December 7, 2020 was 526,879.

Table of Contents

		Page
Part I.	Financial Information	3
Item 1.	Financial Statements	3
	Consolidated Balance Sheets as of November 30, 2020 (Unaudited) and August 31, 2020	3
	Consolidated Income Statements (Unaudited) for the three months ended November 30, 2020 and 2019	4
	Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended November 30, 2020 and 2019	5
	Consolidated Shareholders’ Equity Statement (Unaudited) for the three months ended November 30, 2020 and 2019	6
	Consolidated Cash Flows Statements (Unaudited) for the three months ended November 30, 2020 and 2019	8
	Notes to Consolidated Financial Statements (Unaudited)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
Part II.	Other Information	29
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	30
Signatures		31

Table of Contents	Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts)
ACCENTURE FORM 10-Q		3

Part I — Financial Information

Item 1. Financial Statements

Consolidated Balance Sheets

November 30, 2020 and August 31, 2020

	November 30, 2020		August 31, 2020
ASSETS	(Unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	8,594,003	$	8,415,330
Short-term investments	83,148		94,309
Receivables and contract assets	8,547,711		7,846,892
Other current assets	1,401,232		1,393,225
Total current assets	18,626,094		17,749,756
NON-CURRENT ASSETS:
Contract assets	44,517		43,257
Investments	298,906		324,514
Property and equipment, net	1,506,825		1,545,568
Lease assets	3,100,120		3,183,346
Goodwill	8,127,411		7,709,820
Deferred contract costs	715,897		723,168
Deferred tax assets	4,178,723		4,153,146
Other non-current assets	1,669,818		1,646,018
Total non-current assets	19,642,217		19,328,837
TOTAL ASSETS	$	38,268,311	$	37,078,593
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES:
Current portion of long-term debt and bank borrowings	$	8,925	$	7,820
Accounts payable	1,513,442		1,349,874
Deferred revenues	3,524,781		3,636,741
Accrued payroll and related benefits	5,179,301		5,083,950
Income taxes payable	445,824		453,542
Lease liabilities	732,878		756,057
Accrued consumption taxes	706,876		662,409
Other accrued liabilities	707,072		712,197
Total current liabilities	12,819,099		12,662,590
NON-CURRENT LIABILITIES:
Long-term debt	59,881		54,052
Deferred revenues	668,267		690,931
Retirement obligation	1,875,976		1,859,444
Deferred tax liabilities	201,376		179,703
Income taxes payable	995,478		930,695
Lease liabilities	2,627,185		2,667,584
Other non-current liabilities	594,833		534,421
Total non-current liabilities	7,022,996		6,916,830
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Ordinary shares, par value 1.00 euros per share, 40,000 shares authorized and issued as of November 30, 2020 and August 31, 2020	57		57
Class A ordinary shares, par value $0.0000225 per share, 20,000,000,000 shares authorized, 660,518,888 and 658,548,895 shares issued as of November 30, 2020 and August 31, 2020, respectively	15		15
Class X ordinary shares, par value $0.0000225 per share, 1,000,000,000 shares authorized, 526,879 and 527,509 shares issued and outstanding as of November 30, 2020 and August 31, 2020, respectively	—		—
Restricted share units	1,721,681		1,585,302
Additional paid-in capital	7,551,089		7,167,227
Treasury shares, at cost: Ordinary, 40,000 shares as of November 30, 2020 and August 31, 2020; Class A ordinary, 26,898,686 and 24,383,369 shares as of November 30, 2020 and August 31, 2020, respectively	(3,163,841)		(2,565,761)
Retained earnings	13,276,702		12,375,533
Accumulated other comprehensive loss	(1,479,202)		(1,561,837)
Total Accenture plc shareholders’ equity	17,906,501		17,000,536
Noncontrolling interests	519,715		498,637
Total shareholders’ equity	18,426,216		17,499,173
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	$	38,268,311	$	37,078,593

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Table of Contents	Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts)
ACCENTURE FORM 10-Q		4

Consolidated Income Statements

For the Three Months Ended November 30, 2020 and 2019

(Unaudited)

	2020		2019
REVENUES:
Revenues	$	11,762,185	$	11,358,958
OPERATING EXPENSES:
Cost of services	7,863,889		7,711,199
Sales and marketing	1,227,176		1,191,123
General and administrative costs	780,451		689,373
Total operating expenses	9,871,516		9,591,695
OPERATING INCOME	1,890,669		1,767,263
Interest income	10,685		27,419
Interest expense	(8,854)		(5,474)
Other income (expense), net	94,367		11,439
INCOME BEFORE INCOME TAXES	1,986,867		1,800,647
Income tax expense	464,810		425,479
NET INCOME	1,522,057		1,375,168
Net income attributable to noncontrolling interest in Accenture Canada Holdings Inc.	(1,700)		(1,741)
Net income attributable to noncontrolling interests – other	(20,081)		(16,459)
NET INCOME ATTRIBUTABLE TO ACCENTURE PLC	$	1,500,276	$	1,356,968
Weighted average Class A ordinary shares:
Basic	634,271,482		635,722,309
Diluted	646,879,735		649,389,444
Earnings per Class A ordinary share:
Basic	$	2.37	$	2.13
Diluted	$	2.32	$	2.09
Cash dividends per share	$	0.88	$	0.80

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Table of Contents	Consolidated Financial Statements (In thousands of U.S. dollars)
ACCENTURE FORM 10-Q		5

Consolidated Statements Of Comprehensive Income

For the Three Months Ended November 30, 2020 and 2019

(Unaudited)

	2020		2019
NET INCOME	$	1,522,057	$	1,375,168
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation	67,312		37,730
Defined benefit plans	10,881		8,752
Cash flow hedges	4,393		14,127
Investments	49		—
OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ACCENTURE PLC	82,635		60,609
Other comprehensive income (loss) attributable to noncontrolling interests	1,461		1,180
COMPREHENSIVE INCOME	$	1,606,153	$	1,436,957
COMPREHENSIVE INCOME ATTRIBUTABLE TO ACCENTURE PLC	$	1,582,911	$	1,417,577
Comprehensive income attributable to noncontrolling interests	23,242		19,380
COMPREHENSIVE INCOME	$	1,606,153	$	1,436,957

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Table of Contents	Consolidated Financial Statements (In thousands of U.S. dollars and share amounts)
ACCENTURE FORM 10-Q		6

Consolidated Shareholders’ Equity Statement

For the Three Months Ended November 30, 2020

(Unaudited)

	Ordinary Shares			Class A Ordinary Shares			Class X Ordinary Shares			Restricted Share Units		Additional Paid-in Capital		Treasury Shares			Retained Earnings		Accumulated Other Comprehensive Loss		Total Accenture plc Shareholders’ Equity		Noncontrolling Interests		Total Shareholders’ Equity
	$		No. Shares	$		No. Shares	$		No. Shares					$		No. Shares
Balance as of August 31, 2020	$	57	40	$	15	658,549	$	—	528	$	1,585,302	$	7,167,227	$	(2,565,761)	(24,423)	$	12,375,533	$	(1,561,837)	$	17,000,536	$	498,637	$	17,499,173
Net income																	1,500,276				1,500,276		21,781		1,522,057
Other comprehensive income (loss)																			82,635		82,635		1,461		84,096
Purchases of Class A shares												765		(768,395)		(3,341)					(767,630)		(765)		(768,395)
Share-based compensation expense										270,226		41,095									311,321				311,321
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares									(1)			(500)									(500)				(500)
Issuances of Class A shares for employee share programs						1,970				(153,073)		343,783		170,315		825	(22,462)				338,563		328		338,891
Dividends										19,226							(576,645)				(557,419)		(633)		(558,052)
Other, net												(1,281)									(1,281)		(1,094)		(2,375)
Balance as of November 30, 2020	$	57	40	$	15	660,519	$	—	527	$	1,721,681	$	7,551,089	$	(3,163,841)	(26,939)	$	13,276,702	$	(1,479,202)	$	17,906,501	$	519,715	$	18,426,216

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Table of Contents	Consolidated Financial Statements (In thousands of U.S. dollars and share amounts)
ACCENTURE FORM 10-Q		7

Consolidated Shareholders’ Equity Statement — (continued)

For the Three Months Ended November 30, 2019

(Unaudited)

	Ordinary Shares			Class A Ordinary Shares			Class X Ordinary Shares			Restricted Share Units		Additional Paid-in Capital		Treasury Shares			Retained Earnings		Accumulated Other Comprehensive Loss		Total Accenture plc Shareholders’ Equity		Noncontrolling Interests		Total Shareholders’ Equity
	$		No. Shares	$		No. Shares	$		No. Shares					$		No. Shares
Balance as of August 31, 2019	$	57	40	$	15	654,739	$	—	609	$	1,411,903	$	5,804,448	$	(1,388,376)	(19,005)	$	10,421,538	$	(1,840,577)	$	14,409,008	$	418,683	$	14,827,691
Net income																	1,356,968				1,356,968		18,200		1,375,168
Other comprehensive income (loss)																			60,609		60,609		1,180		61,789
Purchases of Class A shares												811		(724,618)		(3,821)					(723,807)		(811)		(724,618)
Share-based compensation expense										238,677		36,252									274,929				274,929
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares									(15)			(4,593)									(4,593)				(4,593)
Issuances of Class A shares for employee share programs						2,207				(142,925)		323,660		135,603		836	(16,263)				300,075		325		300,400
Dividends										18,243							(525,968)				(507,725)		(656)		(508,381)
Other, net												1,674									1,674		(2,851)		(1,177)
Balance as of November 30, 2019	$	57	40	$	15	656,946	$	—	594	$	1,525,898	$	6,162,252	$	(1,977,391)	(21,990)	$	11,236,275	$	(1,779,968)	$	15,167,138	$	434,070	$	15,601,208

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Table of Contents	Consolidated Financial Statements (In thousands of U.S. dollars)
ACCENTURE FORM 10-Q		8

Consolidated Cash Flows Statements

For the Three Months Ended November 30, 2020 and 2019

(Unaudited)

	2020		2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$	1,522,057	$	1,375,168
Adjustments to reconcile Net income to Net cash provided by (used in) operating activities —
Depreciation, amortization and other	468,200		399,458
Share-based compensation expense	311,321		274,929
Deferred tax expense (benefit)	(19,096)		36,591
Other, net	(103,806)		(120,927)
Change in assets and liabilities, net of acquisitions —
Receivables and contract assets, current and non-current	(594,475)		(436,872)
Other current and non-current assets	(18,129)		(101,096)
Accounts payable	148,495		(61,929)
Deferred revenues, current and non-current	(151,356)		(185,313)
Accrued payroll and related benefits	48,385		(261,592)
Income taxes payable, current and non-current	34,755		84,840
Other current and non-current liabilities	(43,506)		(216,346)
Net cash provided by (used in) operating activities	1,602,845		786,911
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(93,115)		(95,063)
Purchases of businesses and investments, net of cash acquired	(503,843)		(109,848)
Proceeds from sales of businesses and investments	149,002		39,200
Other investing, net	1,549		(182)
Net cash provided by (used in) investing activities	(446,407)		(165,893)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares	338,891		300,400
Purchases of shares	(768,895)		(729,211)
Proceeds from (repayments of) long-term debt, net	(82)		(570)
Cash dividends paid	(558,052)		(508,381)
Other, net	(11,313)		(10,462)
Net cash provided by (used in) financing activities	(999,451)		(948,224)
Effect of exchange rate changes on cash and cash equivalents	21,686		10,890
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	178,673		(316,316)
CASH AND CASH EQUIVALENTS, beginning of period	8,415,330		6,126,853
CASH AND CASH EQUIVALENTS, end of period	$	8,594,003	$	5,810,537
SUPPLEMENTAL CASH FLOW INFORMATION:
Income taxes paid, net	$	344,628	$	292,787

The accompanying Notes are an integral part of these Consolidated Financial Statements.

Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		9

1. Basis Of Presentation

The accompanying unaudited interim Consolidated Financial Statements of Accenture plc and its controlled subsidiary companies have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. We use the terms “Accenture,” “we” and “our” in the Notes to Consolidated Financial Statements to refer to Accenture plc and its subsidiaries. These Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended August 31, 2020 included in our Annual Report on Form 10-K filed with the SEC on October 22, 2020.

The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that we may undertake in the future, actual results may differ from those estimates. The Consolidated Financial Statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of results for these interim periods. The results of operations for the three months ended November 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2021.

Allowance for Credit Losses - Client Receivables and Contract Assets

We record client receivables and contract assets at their face amounts less an allowance for credit losses. The allowance represents our estimate of expected credit losses based on historical experience, current economic conditions and certain forward-looking information. As of November 30, 2020 and August 31, 2020, the total allowance for credit losses recorded for client receivables and contract assets was $38,315 and $40,277, respectively. The change in the allowance is primarily due to immaterial write-offs and changes in gross client receivables and contract assets.

Concentrations of Credit Risk

Our financial instruments, consisting primarily of cash and cash equivalents, foreign currency exchange rate instruments and client receivables, are exposed to concentrations of credit risk. We place our cash and cash equivalents and foreign exchange instruments with highly-rated financial institutions, limit the amount of credit exposure with any one financial institution and conduct ongoing evaluations of the credit worthiness of the financial institutions with which we do business. Client receivables are dispersed across many different industries and countries; therefore, concentrations of credit risk are limited.

Investments

All available-for-sale securities and liquid investments with an original maturity greater than three months but less than one year are considered to be Short-term investments. Non-current investments consist of equity securities in publicly-traded and privately-held companies and are accounted for using either the equity or fair value measurement alternative method of accounting (for investments without readily determinable fair values).

Our non-current investments are as follows:

	November 30, 2020		August 31, 2020
Equity method investments	$	211,765	$	240,446
Investments without readily determinable fair values	87,141		84,068
Total non-current investments	$	298,906	$	324,514

For investments in which we can exercise significant influence but do not control, we use the equity method of accounting. Equity method investments are initially recorded at cost and our proportionate share of gains and losses of the investee are included as a component of other income (expense), net. Our equity method investments consist primarily of an investment in Duck Creek Technologies. As of November 30, 2020 and August 31, 2020, the carrying amount of our investment was $201,810 and $230,219, and the estimated fair value of our approximately 19% and 22% ownership was $850,825 and $956,308, respectively.

Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		10

We account for the investment under the equity method because we have the ability to influence operations through the combination of our voting power and through other factors, such as representation on the board and our business relationship.

Depreciation and Amortization

As of November 30, 2020 and August 31, 2020, total accumulated depreciation was $2,414,951 and $2,313,731, respectively. See table below for summary of depreciation on fixed assets, deferred transition amortization, intangible assets amortization and operating lease cost for the three months ended November 30, 2020 and 2019, respectively.

	Three Months Ended
	November 30, 2020		November 30, 2019
Depreciation	$	133,918	$	97,090
Amortization - Deferred transition	81,356		67,914
Amortization - Intangible assets	67,207		53,372
Other - Operating lease cost	185,719		181,082
Total depreciation, amortization and other	$	468,200	$	399,458

Recently Adopted Accounting Pronouncements

Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2016-13 (“Topic 326”)

On September 1, 2020, we adopted FASB ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends guidance on recognition and measurement of credit losses and related disclosures. The amendments replace the existing incurred loss impairment model with a methodology to measure and recognize lifetime expected credit losses for all in-scope financial assets, including accounts receivable and contract assets. The adoption did not have an impact on our Consolidated Financial Statements.

Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		11

2. Revenues

Disaggregation of Revenue

See Note 11 (Segment Reporting) to these Consolidated Financial Statements for our disaggregated revenues.

Remaining Performance Obligations

We had remaining performance obligations of approximately $19 billion and $20 billion as of November 30, 2020 and August 31, 2020, respectively. Our remaining performance obligations represent the amount of transaction price for which work has not been performed and revenue has not been recognized. The majority of our contracts are terminable by the client on short notice with little or no termination penalties, and some without notice. Under Topic 606, only the non-cancelable portion of these contracts is included in our performance obligations. Additionally, our performance obligations only include variable consideration if we assess it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is resolved. Based on the terms of our contracts, a significant portion of what we consider contract bookings is not included in our remaining performance obligations. We expect to recognize approximately 62% of our remaining performance obligations as of November 30, 2020 as revenue in fiscal 2021, an additional 19% in fiscal 2022, and the balance thereafter.

Contract Estimates

Adjustments in contract estimates related to performance obligations satisfied or partially satisfied in prior periods were immaterial for the three months ended November 30, 2020 and 2019, respectively.

Contract Balances

Deferred transition revenues were $668,267 and $690,931 as of November 30, 2020 and August 31, 2020, respectively, and are included in Non-current deferred revenues. Costs related to these activities are also deferred and are expensed as the services are provided. Deferred transition costs were $715,897 and $723,168 as of November 30, 2020 and August 31, 2020, respectively, and are included in Deferred contract costs. Generally, deferred amounts are protected in the event of early termination of the contract and are monitored regularly for impairment. Impairment losses are recorded when projected remaining undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of contract assets.

The following table provides information about the balances of our Receivables and Contract assets, net of allowance, and Contract liabilities (Deferred revenues):

	As of November 30, 2020		As of August 31, 2020
Receivables	$	7,799,770	$	7,192,110
Contract assets (current)	747,941		654,782
Receivables and contract assets, net of allowance (current)	8,547,711		7,846,892
Contract assets (non-current)	44,517		43,257
Deferred revenues (current)	3,524,781		3,636,741
Deferred revenues (non-current)	668,267		690,931

Changes in the contract asset and liability balances during the three months ended November 30, 2020, were a result of normal business activity and not materially impacted by any other factors.

Revenues recognized during the three months ended November 30, 2020 that were included in Deferred revenues as of August 31, 2020 were $2.0 billion. Revenues recognized during the three months ended November 30, 2019 that were included in Deferred revenues as of August 31, 2019 were $1.8 billion.

Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		12

3. Earnings Per Share

Basic and diluted earnings per share are calculated as follows:

	Three Months Ended
	November 30, 2020		November 30, 2019
Basic earnings per share
Net income attributable to Accenture plc	$	1,500,276	$	1,356,968
Basic weighted average Class A ordinary shares	634,271,482		635,722,309
Basic earnings per share	$	2.37	$	2.13
Diluted earnings per share
Net income attributable to Accenture plc	$	1,500,276	$	1,356,968
Net income attributable to noncontrolling interest in Accenture Canada Holdings Inc. (1)	1,700		1,741
Net income for diluted earnings per share calculation	$	1,501,976	$	1,358,709
Basic weighted average Class A ordinary shares	634,271,482		635,722,309
Class A ordinary shares issuable upon redemption/exchange of noncontrolling interest (1)	718,767		815,515
Diluted effect of employee compensation related to Class A ordinary shares	11,633,343		12,626,225
Diluted effect of share purchase plans related to Class A ordinary shares	256,143		225,395
Diluted weighted average Class A ordinary shares	646,879,735		649,389,444
Diluted earnings per share	$	2.32	$	2.09

(1)Diluted earnings per share assumes the exchange of all Accenture Canada Holdings Inc. exchangeable shares for Accenture plc Class A ordinary shares on a one-for-one basis. The income effect does not take into account “Net income attributable to noncontrolling interests - other,” since those shares are not redeemable or exchangeable for Accenture plc Class A ordinary shares.

Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		13

4. Accumulated Other Comprehensive Loss

The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive loss attributable to Accenture plc:

	Three Months Ended
	November 30, 2020		November 30, 2019
Foreign currency translation
Beginning balance	$	(1,010,279)	$	(1,207,975)
Foreign currency translation	67,443		40,145
Income tax benefit (expense)	1,313		(1,264)
Portion attributable to noncontrolling interests	(1,444)		(1,151)
Foreign currency translation, net of tax	67,312		37,730
Ending balance	(942,967)		(1,170,245)
Defined benefit plans
Beginning balance	(615,223)		(672,323)
Reclassifications into net periodic pension and post-retirement expense (1)	13,595		12,784
Income tax benefit (expense)	(2,702)		(4,021)
Portion attributable to noncontrolling interests	(12)		(11)
Defined benefit plans, net of tax	10,881		8,752
Ending balance	(604,342)		(663,571)
Cash flow hedges
Beginning balance	63,714		38,993
Unrealized gain (loss)	25,364		38,408
Reclassification adjustments into Cost of services	(20,895)		(20,019)
Income tax benefit (expense)	(71)		(4,244)
Portion attributable to noncontrolling interests	(5)		(18)
Cash flow hedges, net of tax	4,393		14,127
Ending balance (2)	68,107		53,120
Investments
Beginning balance	(49)		728
Unrealized gain (loss)	49		—
Income tax benefit (expense)	—		—
Portion attributable to noncontrolling interests	—		—
Investments, net of tax	49		—
Ending balance	—		728
Accumulated other comprehensive loss	$	(1,479,202)	$	(1,779,968)

(1)Reclassifications into net periodic pension and post-retirement expense are recognized in Cost of services, Sales and marketing, General and administrative costs and non-operating expenses.

(2)As of November 30, 2020, $66,522 of net unrealized gains related to derivatives designated as cash flow hedges is expected to be reclassified into Cost of services in the next twelve months.

Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		14

5. Business Combinations

During the three months ended November 30, 2020, we completed individually immaterial acquisitions for total consideration of $493,354, net of cash acquired. The pro forma effects of these acquisitions on our operations were not material.

6. Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill by reportable operating segment are as follows:

	August 31, 2020		Additions/ Adjustments		Foreign Currency Translation		November 30, 2020
North America	$	4,604,441	$	225,619	$	647	$	4,830,707
Europe	2,138,088		120,090		9,356		2,267,534
Growth Markets	967,291		48,909		12,970		1,029,170
Total	$	7,709,820	$	394,618	$	22,973	$	8,127,411

Goodwill includes immaterial adjustments related to prior period acquisitions.

Intangible Assets

Our definite-lived intangible assets by major asset class are as follows:

	August 31, 2020						November 30, 2020
Intangible Asset Class	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer-related	$	1,319,332	$	(495,367)	$	823,965	$	1,386,214	$	(527,370)	$	858,844
Technology	150,765		(55,543)		95,222		170,600		(56,977)		113,623
Patents	129,295		(66,954)		62,341		128,399		(65,928)		62,471
Other	82,676		(34,986)		47,690		82,622		(36,575)		46,047
Total	$	1,682,068	$	(652,850)	$	1,029,218	$	1,767,835	$	(686,850)	$	1,080,985

Total amortization related to our intangible assets was $67,207 and $53,372 for the three months ended November 30, 2020 and 2019, respectively. Estimated future amortization related to intangible assets held as of November 30, 2020 is as follows:

Fiscal Year	Estimated Amortization
Remainder of 2021	$	179,796
2022	198,541
2023	178,958
2024	158,361
2025	138,373
Thereafter	226,956
Total	$	1,080,985

Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		15

7. Shareholders’ Equity

Dividends

Our dividend activity during the three months ended November 30, 2020 is as follows:

	Dividend Per Share		Accenture plc Class A Ordinary Shares			Accenture Canada Holdings Inc. Exchangeable Shares			Total Cash Outlay
Dividend Payment Date			Record Date	Cash Outlay		Record Date	Cash Outlay
November 13, 2020	$	0.88	October 13, 2020	$	557,419	October 9, 2020	$	633	$	558,052

The payment of the cash dividends also resulted in the issuance of an immaterial number of additional restricted share units to holders of restricted share units.

Subsequent Event

On December 16, 2020, the Board of Directors of Accenture plc declared a quarterly cash dividend of $0.88 per share on its Class A ordinary shares for shareholders of record at the close of business on January 14, 2021 payable on February 12, 2021. The payment of the cash dividend will result in the issuance of an immaterial number of additional restricted share units to holders of restricted share units.

Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		16

8. Financial Instruments

Derivatives

In the normal course of business, we use derivative financial instruments to manage foreign currency exchange rate risk. Our derivative financial instruments consist of deliverable and non-deliverable foreign currency forward contracts.

Cash Flow Hedges

For a cash flow hedge, the effective portion of the change in estimated fair value of a hedging instrument is recorded in Accumulated other comprehensive loss as a separate component of Shareholders’ Equity and is reclassified into Cost of services in the Consolidated Income Statements during the period in which the hedged transaction is recognized. For information related to derivatives designated as cash flow hedges that were reclassified into Cost of services during the three months ended November 30, 2020 and 2019, as well as those expected to be reclassified into Cost of services in the next 12 months, see Note 4 (Accumulated Other Comprehensive Loss) to these Consolidated Financial Statements.

Other Derivatives

Realized gains or losses and changes in the estimated fair value of foreign currency forward contracts that have not been designated as hedges were net gains of $28,324 and net losses $56,619 for the three months ended November 30, 2020 and 2019, respectively. Gains and losses on these contracts are recorded in Other income (expense), net in the Consolidated Income Statements and are offset by gains and losses on the related hedged items.

Fair Value of Derivative Instruments

The notional and fair values of all derivative instruments are as follows:

	November 30, 2020		August 31, 2020
Assets
Cash Flow Hedges
Other current assets	$	79,405	$	75,871
Other non-current assets	50,138		50,914
Other Derivatives
Other current assets	42,697		27,964
Total assets	$	172,240	$	154,749
Liabilities
Cash Flow Hedges
Other accrued liabilities	$	12,883	$	13,614
Other non-current liabilities	12,691		13,576
Other Derivatives
Other accrued liabilities	5,428		11,828
Total liabilities	$	31,002	$	39,018
Total fair value	$	141,238	$	115,731
Total notional value	$	9,367,230	$	9,600,691

We utilize standard counterparty master agreements containing provisions for the netting of certain foreign currency transaction obligations and for the set-off of certain obligations in the event of an insolvency of one of the parties to the transaction. In the Consolidated Balance Sheets, we record derivative assets and liabilities at gross fair value. The potential effect of netting derivative assets against liabilities under the counterparty master agreements is as follows:

	November 30, 2020		August 31, 2020
Net derivative assets	$	159,030	$	129,520
Net derivative liabilities	17,792		13,789
Total fair value	$	141,238	$	115,731

Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		17

9. Income Taxes

We apply an estimated annual effective tax rate to our year-to-date operating results to determine the interim provision for income tax expense. In addition, we recognize taxes related to unusual or infrequent items or resulting from a change in judgment regarding a position taken in a prior year as discrete items in the interim period in which the event occurs.

Our effective tax rates for the three months ended November 30, 2020 and 2019 were 23.4% and 23.6%, respectively. Absent the $119,700 and $60,492 gains on our investment in Duck Creek Technologies and related $22,906 and $10,183 in tax expense, our effective tax rates for the first quarter of fiscal 2021 and 2020 would have been 23.7% and 23.9%, respectively.

10. Commitments and Contingencies

Indemnifications and Guarantees

In the normal course of business and in conjunction with certain client engagements, we have entered into contractual arrangements through which we may be obligated to indemnify clients with respect to certain matters.

As of November 30, 2020 and August 31, 2020, our aggregate potential liability to our clients for expressly limited guarantees involving the performance of third parties was approximately $848,000 and $832,000, respectively, of which all but approximately $81,000 and $87,000, respectively, may be recovered from the other third parties if we are obligated to make payments to the indemnified parties as a consequence of a performance default by the other third parties. For arrangements with unspecified limitations, we cannot reasonably estimate the aggregate maximum potential liability, as it is inherently difficult to predict the maximum potential amount of such payments, due to the conditional nature and unique facts of each particular arrangement.

To date, we have not been required to make any significant payment under any of the arrangements described above. We have assessed the current status of performance/payment risk related to arrangements with limited guarantees, warranty obligations, unspecified limitations and/or indemnification provisions and believe that any potential payments would be immaterial to the Consolidated Financial Statements, as a whole.

Legal Contingencies

As of November 30, 2020, we or our present personnel had been named as a defendant in various litigation matters. We and/or our personnel also from time to time are involved in investigations by various regulatory or legal authorities concerning matters arising in the course of our business around the world. Based on the present status of these matters, management believes the range of reasonably possible losses in addition to amounts accrued, net of insurance recoveries, will not have a material effect on our results of operations or financial condition.

On July 24, 2019, Accenture was named in a putative class action lawsuit filed by consumers of Marriott International, Inc. (“Marriott”) in the U.S. District Court for the District of Maryland. The complaint alleges negligence by us, and seeks monetary damages, costs and attorneys’ fees and other related relief, relating to a data security incident involving unauthorized access to the reservations database of Starwood Worldwide Resorts, Inc. (“Starwood”), which was acquired by Marriott on September 23, 2016. Since 2009, we have provided certain IT infrastructure outsourcing services to Starwood. On October 27, 2020, the court issued an order largely denying Accenture’s motion to dismiss the claims against us. We continue to believe the lawsuit is without merit and we will vigorously defend it. At present, we do not believe any losses from this matter will have a material effect on our results of operations or financial condition.

Table of Contents	Notes To Consolidated Financial Statements (In thousands of U.S. dollars, except share and per share amounts or as otherwise disclosed)
ACCENTURE FORM 10-Q		18

11. Segment Reporting

Our reportable segments are our three geographic markets, which are North America, Europe and Growth Markets. Information regarding reportable segments, industry groups and type of work is as follows:

	Revenues
	Three Months Ended
	November 30, 2020		November 30, 2019
GEOGRAPHIC MARKETS
North America	$	5,480,963	$	5,287,812
Europe	3,967,408		3,789,657
Growth Markets	2,313,814		2,281,489
Total Revenues	$	11,762,185	$	11,358,958
INDUSTRY GROUPS (1)
Communications, Media & Technology	$	2,333,645	$	2,245,470
Financial Services	2,346,291		2,190,107
Health & Public Service	2,211,889		1,969,214
Products	3,206,125		3,220,015
Resources	1,664,235		1,734,152
Total Revenues	$	11,762,185	$	11,358,958
TYPE OF WORK
Consulting	$	6,332,572	$	6,377,251
Outsourcing	5,429,613		4,981,707
Total Revenues	$	11,762,185	$	11,358,958

(1)Effective September 1, 2020, we revised the reporting of our industry groups to include amounts previously reported in Other. Prior period amounts have been reclassified to conform with the current period presentation.

	Operating Income
	Three Months Ended
	November 30, 2020		November 30, 2019
GEOGRAPHIC MARKETS
North America	$	888,809	$	828,407
Europe	629,430		558,951
Growth Markets	372,430		379,905
Total Operating Income	$	1,890,669	$	1,767,263

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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related Notes included elsewhere in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the year ended August 31, 2020, and with the information under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended August 31, 2020.

We use the terms “Accenture,” “we,” “our” and “us” in this report to refer to Accenture plc and its subsidiaries. All references to years, unless otherwise noted, refer to our fiscal year, which ends on August 31. For example, a reference to “fiscal 2021” means the 12-month period that will end on August 31, 2021. All references to quarters, unless otherwise noted, refer to the quarters of our fiscal year.

We use the term “in local currency” so that certain financial results may be viewed without the impact of foreign currency exchange rate fluctuations, thereby facilitating period-to-period comparisons of business performance. Financial results “in local currency” are calculated by restating current period activity into U.S. dollars using the comparable prior year period’s foreign currency exchange rates. This approach is used for all results where the functional currency is not the U.S. dollar.

Disclosure Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”) relating to our operations, results of operations and other matters that are based on our current expectations, estimates, assumptions and projections. Words such as “may,” “will,” “should,” “likely,” “anticipates,” “expects,” “intends,” “plans,” “projects,” “believes,” “estimates,” “positioned,” “outlook” and similar expressions are used to identify these forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecast in these forward-looking statements. Risks, uncertainties and other factors that might cause such differences, some of which could be material, include but are not limited to those identified below. For a discussion of risks and actions taken in response to the coronavirus (COVID-19) pandemic, see the “Overview” below and “Our results of operations have been significantly adversely affected and could in the future be materially adversely impacted by the COVID-19 pandemic.” under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2020. Many of the following risks, uncertainties and other factors identified below are, and will be, amplified by the COVID-19 pandemic.

•Our results of operations have been significantly adversely affected and could in the future be materially adversely impacted by the COVID-19 pandemic.

•Our results of operations have been, and may in the future be, adversely affected by volatile, negative or uncertain economic and political conditions and the effects of these conditions on our clients’ businesses and levels of business activity.

•Our business depends on generating and maintaining ongoing, profitable client demand for our services and solutions, including through the adaptation and expansion of our services and solutions in response to ongoing changes in technology and offerings, and a significant reduction in such demand or an inability to respond to the evolving technological environment could materially affect our results of operations.

•If we are unable to keep our supply of skills and resources in balance with client demand around the world and attract and retain professionals with strong leadership skills, our business, the utilization rate of our professionals and our results of operations may be materially adversely affected.

•We could face legal, reputational and financial risks if we fail to protect client and/or Accenture data from security incidents or cyberattacks.

•The markets in which we operate are highly competitive, and we might not be able to compete effectively.

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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

•Our profitability could materially suffer if we are unable to obtain favorable pricing for our services and solutions, if we are unable to remain competitive, if our cost-management strategies are unsuccessful or if we experience delivery inefficiencies or fail to satisfy certain agreed-upon targets or specific service levels.

•Changes in our level of taxes, as well as audits, investigations and tax proceedings, or changes in tax laws or in their interpretation or enforcement, could have a material adverse effect on our effective tax rate, results of operations, cash flows and financial condition.

•Our ability to attract and retain business and employees may depend on our reputation in the marketplace.

•As a result of our geographically diverse operations and our growth strategy to continue to expand in our key markets around the world, we are more susceptible to certain risks.

•Our business could be materially adversely affected if we incur legal liability.

•Our work with government clients exposes us to additional risks inherent in the government contracting environment.

•Our results of operations could be materially adversely affected by fluctuations in foreign currency exchange rates.

•If we are unable to manage the organizational challenges associated with our size, we might be unable to achieve our business objectives.

•If we do not successfully manage and develop our relationships with key alliance partners or if we fail to anticipate and establish new alliances in new technologies, our results of operations could be adversely affected.

•We might not be successful at acquiring, investing in or integrating businesses, entering into joint ventures or divesting businesses.

•If we are unable to protect or enforce our intellectual property rights, or if our services or solutions infringe upon the intellectual property rights of others or we lose our ability to utilize the intellectual property of others, our business could be adversely affected.

•Our results of operations and share price could be adversely affected if we are unable to maintain effective internal controls.

•Changes to accounting standards or in the estimates and assumptions we make in connection with the preparation of our consolidated financial statements could adversely affect our financial results.

•We might be unable to access additional capital on favorable terms or at all. If we raise equity capital, it may dilute our shareholders’ ownership interest in us.

•We are incorporated in Ireland and Irish law differs from the laws in effect in the United States and might afford less protection to our shareholders. We may also be subject to criticism and negative publicity related to our incorporation in Ireland.

For a more detailed discussion of these factors, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2020. Our forward-looking statements speak only as of the date of this report or as of the date they are made, and we undertake no obligation to update any forward-looking statements.

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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Overview

The COVID-19 pandemic has caused a significant loss of life, disrupted businesses and restricted travel worldwide, causing significant economic disruption and uncertainty. This disruption and uncertainty has had and continues to have a significant adverse impact on our business, operations and financial results. The pandemic impacted almost all aspects of our business and forced us to quickly adapt the way we operate. As described below, we took actions to shift the majority of our workforce to a remote working environment to ensure the continuity of our business, including the sales and delivery of services to our clients, and to respond to a rapidly changing demand environment from our clients.

As a result of the COVID-19 pandemic, we enabled approximately 95% of our global workforce to work from home and suspended substantially all business travel. We continue to implement and evolve our comprehensive plan to return to our and our clients’ offices where permissible, with our people’s safety and the needs of our clients guiding how we manage our phased transition.

For the first quarter of fiscal 2021, our revenues increased 4% in U.S. dollars and 2% in local currency. While this represented slower growth compared to 9% growth in local currency in the first quarter of fiscal 2020, it was an improvement compared to flat revenue growth for the second half of fiscal 2020. We continued to experience reduced demand for our services during the quarter as some clients reprioritized and delayed certain work as a result of the pandemic, particularly in the Travel, Energy, High Tech, Retail and Industrial industries and primarily for our consulting services. We also experienced increased demand in the Public Service, Software & Platforms, Banking & Capital Markets and Life Sciences industries and from clients across all of our industry groups in connection with their digital transformations, the adoption of cloud technologies and security-related services. In this current market, the level of revenues we achieve is based on our ability to deliver market-leading services while deploying skilled teams of professionals effectively.

For further information on the impact to our results for the first quarter of fiscal 2021, please see “Summary of Results” below. For a discussion of risks related to the COVID-19 pandemic, see “Our results of operations have been significantly adversely affected and could in the future be materially adversely impacted by the COVID-19 pandemic.” under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2020.

Summary of Results

Revenues for the first quarter of fiscal 2021 increased 4% in U.S. dollars and 2% in local currency compared to the first quarter of fiscal 2020. This included the impact of a decline in reimbursable travel costs, which reduced revenues approximately 2%. During the first quarter of fiscal 2021, revenue growth in local currency was solid in North America and modest in Growth Markets, partially offset by a slight decline in Europe. We experienced local currency revenue growth that was very strong in Health & Public Service, solid in Financial Services and modest in Communications, Media & Technology, partially offset by a decline in Resources and a modest decline in Products. Revenue growth in local currency was strong in outsourcing, partially offset by a slight decline in consulting during the first quarter of fiscal 2021. The business environment remained competitive, and the changes in demand have led to continued pricing pressure, particularly for our consulting services. We use the term “pricing” to mean the contract profitability or margin on the work that we sell.

In our consulting business, revenues for the first quarter of fiscal 2021 decreased 1% in U.S. dollars and 2% in local currency compared to the first quarter of fiscal 2020. This included the impact of a decline in reimbursable travel costs, which reduced consulting revenues approximately 3%. The decline in consulting revenue in local currency for the first quarter of fiscal 2021 was driven by modest declines in North America and Europe, partially offset by slight growth in Growth Markets. Our consulting revenue continues to be driven by helping our clients accelerate their digital transformation, including moving to the cloud, embedding security across the enterprise and adopting new technologies. In addition, clients continue to be focused on initiatives designed to deliver cost savings and operational efficiency, as well as projects to accelerate growth and improve customer experiences.

In our outsourcing business, revenues for the first quarter of fiscal 2021 increased 9% in U.S. dollars and 8% in local currency compared to the first quarter of fiscal 2020. Outsourcing revenue in local currency for the first quarter of fiscal 2021 was led by very strong growth in North America, strong growth in Growth Markets and modest growth in Europe. We continue to experience growing demand to assist clients with application modernization and maintenance, cloud enablement and managed security services. In addition, clients continue to be focused on transforming their operations through data and analytics, automation and artificial intelligence to drive productivity and operational cost savings.

As we are a global company, our revenues are denominated in multiple currencies and may be significantly affected by currency exchange rate fluctuations. The majority of our revenues are denominated in currencies other than the U.S. dollar, including the Euro, Japanese yen and U.K. pound. There continues to be volatility in foreign currency exchange rates. Unfavorable fluctuations in foreign currency exchange rates have had and could have in the future a material effect on our financial results. If the U.S. dollar weakens against other currencies, resulting in favorable currency translation, our revenues, revenue growth and results of operations in U.S. dollars may be higher. If the U.S. dollar strengthens against other currencies, resulting in unfavorable currency translation, our revenues, revenue growth and results of operations in U.S. dollars may be lower. The U.S. dollar weakened against various currencies during the first quarter of fiscal 2021 compared to the first quarter of fiscal 2020,

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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

resulting in favorable currency translation and U.S. dollar revenue growth that was approximately 2% higher than our revenue growth in local currency. Assuming that exchange rates stay within recent ranges for the remainder of fiscal 2021, we estimate that our full fiscal 2021 revenue growth in U.S. dollars will be approximately 3% higher than our revenue growth in local currency.

The primary categories of operating expenses include Cost of services, Sales and marketing and General and administrative costs. Cost of services is primarily driven by the cost of client-service personnel, which consists mainly of compensation, subcontractor and other personnel costs, and non-payroll costs on outsourcing contracts. Cost of services includes a variety of activities such as: contract delivery; recruiting and training; software development; and integration of acquisitions. Sales and marketing costs are driven primarily by: compensation costs for business development activities; marketing- and advertising-related activities; and certain acquisition-related costs. General and administrative costs primarily include costs for non-client-facing personnel, information systems, office space and certain acquisition-related costs.

Utilization for the first quarter of fiscal 2021 was 93%, up from 91% in the first quarter of fiscal 2020. We hire to meet current and projected future demand. We proactively plan and manage the size and composition of our workforce and take actions as needed to address changes in the anticipated demand for our services and solutions, given that compensation costs are the most significant portion of our operating expenses. Our headcount, the majority of which serve our clients, increased to approximately 514,000 as of November 30, 2020, compared to approximately 505,000 as of November 30, 2019. The year-over-year increase in our headcount reflects an overall increase in demand for our services and solutions, as well as headcount added in connection with acquisitions. Attrition, excluding involuntary terminations, for the first quarter of fiscal 2021 was 9%, down from 14% in the first quarter of fiscal 2020. We evaluate voluntary attrition, adjust levels of new hiring and use involuntary terminations as means to keep our supply of skills and resources in balance with changes in client demand. In addition, we adjust compensation in certain skill sets and geographies in order to attract and retain appropriate numbers of qualified employees. For the majority of our personnel, compensation increases become effective December 1st of each fiscal year. We strive to adjust pricing and/or the mix of resources to reduce the impact of compensation increases on our margin. Our ability to grow our revenues and maintain or increase our margin could be adversely affected if we are unable to: keep our supply of skills and resources in balance with changes in the types or amounts of services and solutions clients are demanding; recover increases in compensation; deploy our employees globally on a timely basis; manage attrition; and/or effectively assimilate and utilize new employees.

Gross margin (Revenues less Cost of services as a percentage of Revenues) for the first quarter of fiscal 2021 was 33.1%, compared with 32.1% for the first quarter of fiscal 2020. The increase in gross margin for the first quarter of fiscal 2021 was due to lower non-payroll costs, primarily for travel, partially offset by an increase in labor costs as a percentage of revenues compared to the same period in fiscal 2020.

Sales and marketing and General and administrative costs as a percentage of revenues were 17.1% for the first quarter of fiscal 2021, compared with 16.6% for the first quarter of fiscal 2020. For the first quarter, compared to the same period in fiscal 2020, Sales and marketing costs as a percentage of revenues decreased 10 basis points and General and administrative costs increased 50 basis points, primarily due to higher labor and technology costs as a percentage of revenues.

Operating margin (Operating income as a percentage of revenues) for the first quarter of fiscal 2021 was 16.1%, compared with 15.6% for the first quarter of fiscal 2020.

During the first quarter of fiscal 2021 and 2020, we recorded gains of $120 million and $60 million and related tax expense of $23 million and $10 million, respectively, related to our investment in Duck Creek Technologies. For additional information, see Note 1 (Basis of Presentation) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

The effective tax rate for the first quarter of fiscal 2021 was 23.4%, compared with 23.6% for the first quarter of fiscal 2020. Absent the investment gains and related tax expense, our effective tax rates for the first quarter of fiscal 2021 and 2020 would have been 23.7% and 23.9%, respectively.

Diluted earnings per share were $2.32 for the first quarter of fiscal 2021, compared with $2.09 for the first quarter of fiscal 2020. The $97 million and $50 million gains on an investment, net of taxes, increased diluted earnings per share by $0.15 and $0.08 during the first quarter of fiscal 2021 and 2020, respectively. Excluding the impact of these gains, diluted earnings per share would have been $2.17 and $2.01 for the first quarter of fiscal 2021 and 2020, respectively.

We have presented our effective tax rate and diluted earnings per share excluding the impact of gains related to an investment for the first quarter of fiscal 2021 and 2020, as we believe doing so facilitates understanding as to the impact of these items and our performance in comparison to the prior period.

New Bookings

New bookings for the first quarter of fiscal 2021 were $12.9 billion, with consulting bookings of $6.6 billion and outsourcing bookings of $6.3 billion. New bookings for the first quarter of fiscal 2020 were $10.3 billion, with consulting bookings of $6.0 billion and outsourcing bookings of $4.3 billion.

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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Results of Operations for the Three Months Ended November 30, 2020 Compared to the Three Months Ended November 30, 2019

Revenues by geographic market, industry group and type of work are as follows:

	Three Months Ended				Percent Increase (Decrease) U.S. Dollars		Percent Increase (Decrease) Local Currency		Percent of Revenues for the Three Months Ended
(in millions of U.S. dollars)	November 30, 2020		November 30, 2019						November 30, 2020		November 30, 2019
GEOGRAPHIC MARKETS
North America	$	5,481	$	5,288	4	%	4	%	47	%	47	%
Europe	3,967		3,790		5		(1)		34		33
Growth Markets	2,314		2,281		1		3		20		20
Total	$	11,762	$	11,359	4	%	2	%	100	%	100	%
INDUSTRY GROUPS (1)
Communications, Media & Technology	$	2,334	$	2,245	4	%	3		20	%	20	%
Financial Services	2,346		2,190		7		5		20		19
Health & Public Service	2,212		1,969		12		11		19		17
Products	3,206		3,220		—		(3)		27		28
Resources	1,664		1,734		(4)		(5)		14		15
Total	$	11,762	$	11,359	4	%	2	%	100	%	100	%
TYPE OF WORK
Consulting	$	6,333	$	6,377	(1)	%	(2)	%	54	%	56	%
Outsourcing	5,430		4,982		9		8		46		44
Total	$	11,762	$	11,359	4	%	2	%	100	%	100	%

n/m = not meaningful

Amounts in table may not total due to rounding.

(1)Effective September 1, 2020, we revised the reporting of our industry groups to include amounts previously reported in Other. Prior period amounts have been reclassified to conform with the current period presentation.

Revenues

Revenues were impacted by a reduction of approximately 2% from a decline in revenues from reimbursable travel costs in the first quarter of fiscal 2021 across all markets. The following revenues commentary discusses local currency revenue changes for the first quarter of fiscal 2021 compared to the first quarter of fiscal 2020:

Geographic Markets

•North America revenues increased 4% in local currency, led by growth in Public Service, Software & Platforms, Banking & Capital Markets and Life Sciences. These increases were partially offset by declines in Consumer Goods, Retail & Travel Services, Energy, Chemicals & Natural Resources and High Tech. Revenue growth was driven by the United States.

•Europe revenues decreased 1% in local currency, led by declines in High Tech, Consumer Goods, Retail & Travel Services and Industrial. These decreases were partially offset by growth in Public Service, Software & Platforms and Health. The decline in revenues was driven by Spain and France, partially offset by growth in Italy and Switzerland.

•Growth Markets revenues increased 3% in local currency, led by growth in Banking & Capital Markets, Public Service, Utilities, High Tech and Health. These increases were partially offset by a decline in Consumer Goods, Retail & Travel Services. Revenue growth was driven by Japan, as well as Australia.

Operating Expenses

Operating expenses for the first quarter of fiscal 2021 increased $280 million, or 3%, over the first quarter of fiscal 2020, and decreased as a percentage of revenues to 83.9% from 84.4% during this period.

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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24

Operating expenses by category are as follows:

	Three Months Ended
(in millions of U.S. dollars)	November 30, 2020				November 30, 2019				Increase (Decrease)
Operating Expenses	$	9,872	83.9	%	$	9,592	84.4	%	$	280
Cost of services	7,864		66.9		7,711		67.9		153
Sales and marketing	1,227		10.4		1,191		10.5		36
General and administrative costs	780		6.6		689		6.1		91

Amounts in table may not total due to rounding.

Cost of Services

Cost of services for the first quarter of fiscal 2021 increased $153 million, or 2%, over the first quarter of fiscal 2020, and increased as a percentage of revenues to 66.9% from 67.9% during this period. Gross margin for the first quarter of fiscal 2021 increased to 33.1% from 32.1% during the first quarter of fiscal 2020. The increase in gross margin was due to lower non-payroll costs, primarily for travel, partially offset by an increase in labor costs as a percentage of revenues compared to the same period in fiscal 2020.

Sales and Marketing

Sales and marketing expense for the first quarter of fiscal 2021 increased $36 million, or 3%, over the first quarter of fiscal 2020, and decreased as a percentage of revenues to 10.4% from 10.5% during this period.

General and Administrative Costs

General and administrative costs for the first quarter of fiscal 2021 increased $91 million, or 13%, over the first quarter of fiscal 2020, and increased as a percentage of revenues to 6.6% from 6.1% during this period. The increase was primarily due to higher labor and technology costs as a percentage of revenues compared to the same period in fiscal 2020.

Operating Income and Operating Margin

Operating income for the first quarter of fiscal 2021 increased $123 million, or 7%, over the first quarter of fiscal 2020.

Operating income and operating margin for each of the geographic markets are as follows:

	Three Months Ended
	November 30, 2020				November 30, 2019
(in millions of U.S. dollars)	Operating Income		Operating Margin		Operating Income		Operating Margin		Increase (Decrease)
North America	$	889	16	%	$	828	16	%	$	60
Europe	629		16		559		15		70
Growth Markets	372		16		380		17		(7)
Total	$	1,891	16.1	%	$	1,767	15.6	%	$	123

Amounts in table may not total due to rounding.

We estimate that the aggregate percentage impact of foreign currency exchange rates on our operating income during the first quarter of fiscal 2021 was similar to that disclosed for revenue for each geographic market. The reduction in travel costs during the first quarter of fiscal 2021 had a favorable impact on operating income. The commentary below provides insight into other factors affecting geographic market performance and operating income for the first quarter of fiscal 2021 compared with the first quarter of fiscal 2020:

•North America operating income increased primarily due to outsourcing revenue growth.

•Europe operating income increased primarily due to higher contract profitability.

•Growth Markets operating income decreased as revenue growth was offset by lower consulting contract profitability.

Other Income (Expense), net

Other income (expense), net primarily consists of foreign currency gains and losses, non-operating components of pension expense, as well as gains and losses associated with our investments. During the first quarter of fiscal 2021, other income (expense), net increased $82,928 over the first quarter of fiscal 2020, primarily due to higher gains on investments and lower foreign exchange losses. For additional information, see Note 1 (Basis of Presentation) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Income Tax Expense

The effective tax rate for the first quarter of fiscal 2021 was 23.4%, compared with 23.6% for the first quarter of fiscal 2020. Absent the $120 million and $60 million gains on an investment and related $23 million and $10 million in tax expense, our effective tax rates for the first quarter of fiscal 2021 and 2020 would have been 23.7% and 23.9%, respectively.

Our provision for income taxes is based on many factors and subject to volatility year to year. We expect the fiscal 2021 annual effective tax rate to be in the range of 23.0% to 25.0%. The effective tax rate for interim periods can vary because of the timing of when certain events occur during the year.

Earnings Per Share

Diluted earnings per share were $2.32 for the first quarter of fiscal 2021, compared with $2.09 for the first quarter of fiscal 2020. The $97 million and $50 million gains on an investment, net of taxes, increased diluted earnings per share by $0.15 and $0.08 during the first quarter of fiscal 2021 and 2020, respectively. Excluding the impact of these gains, diluted earnings per share would have been 2.17 and $2.01 for the first quarter of fiscal 2021 and 2020, respectively. For information regarding our earnings per share calculations, see Note 3 (Earnings Per Share) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

The increase in diluted earnings per share is due to the following factors:

	Earnings Per Share
Q1 FY20 As Reported	$	2.09
Higher revenue and operating results	0.14
Higher gains on an investment, net of tax	0.07
Lower share count	0.01
Lower effective tax rate	0.01
Q1 FY21 As Reported	$	2.32

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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26

Liquidity and Capital Resources

As of November 30, 2020, Cash and cash equivalents was $8.6 billion, compared with $8.4 billion as of August 31, 2020.

Cash flows from operating, investing and financing activities, as reflected in our Consolidated Cash Flows Statements, are summarized in the following table:

	Three Months Ended
(in millions of U.S. dollars)	November 30, 2020		November 30, 2019		Change
Net cash provided by (used in):
Operating activities	$	1,603	$	787	$	816
Investing activities	(446)		(166)		(281)
Financing activities	(999)		(948)		(51)
Effect of exchange rate changes on cash and cash equivalents	22		11		11
Net increase (decrease) in cash and cash equivalents	$	179	$	(316)	$	495

Amounts in table may not total due to rounding.

Operating activities: The $816 million year-over-year increase in operating cash flow was due to higher net income and changes in operating assets and liabilities.

Investing activities: The $281 million increase in cash used was primarily due to higher spending on business acquisitions, partially offset by increased proceeds from investments. For additional information, see Note 5 (Business Combinations) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

Financing activities: The $51 million increase in cash used was primarily due to an increase in cash dividends paid as well as an increase in the net purchases of shares, partially offset by an increase in net proceeds from share issuances. For additional information, see Note 7 (Shareholders’ Equity) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

We believe that our current and longer-term working capital, investments and other general corporate funding requirements will be satisfied for the next twelve months and thereafter through cash flows from operations and, to the extent necessary, from our borrowing facilities and future financial market activities.

Substantially all of our cash is held in jurisdictions where there are no regulatory restrictions or material tax effects on the free flow of funds. Domestic cash inflows for our Irish parent, principally dividend distributions from lower-tier subsidiaries, have been sufficient to meet our historic cash requirements, and we expect this to continue into the future.

Borrowing Facilities

As of November 30, 2020, we had the following borrowing facilities, including the issuance of letters of credit, to support general working capital purposes:

(in millions of U.S. dollars)	Facility Amount		Borrowings Under Facilities
Syndicated loan facility	$	1,000	$	—
364-day syndicated loan facility	1,000		—
Separate, uncommitted, unsecured multicurrency revolving credit facilities	1,060		—
Local guaranteed and non-guaranteed lines of credit	248		—
Total	$	3,308	$	—

Under the borrowing facilities described above, we had an aggregate of $515 million of letters of credit outstanding as of November 30, 2020.

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ACCENTURE FORM 10-Q	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Share Purchases and Redemptions

The Board of Directors of Accenture plc has authorized funding for our publicly announced open-market share purchase program for acquiring Accenture plc Class A ordinary shares and for purchases and redemptions of Accenture plc Class A ordinary shares and Accenture Canada Holdings Inc. exchangeable shares held by current and former members of Accenture Leadership and their permitted transferees.

Our share purchase activity during the three months ended November 30, 2020 is as follows:

	Accenture plc Class A Ordinary Shares			Accenture Canada Holdings Inc. Exchangeable Shares
(in millions of U.S. dollars, except share amounts)	Shares	Amount		Shares	Amount
Open-market share purchases (1)	2,865,941	$	661	—	$	—
Other share purchase programs	—	—		2,130	—
Other purchases (2)	475,289	108		—	—
Total	3,341,230	$	768	2,130	$	—

Amounts in table may not total due to rounding.

(1)We conduct a publicly announced open-market share purchase program for Accenture plc Class A ordinary shares. These shares are held as treasury shares by Accenture plc and may be utilized to provide for select employee benefits, such as equity awards to our employees.

(2)During the three months ended November 30, 2020, as authorized under our various employee equity share plans, we acquired Accenture plc Class A ordinary shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture plc Class A ordinary shares under those plans. These purchases of shares in connection with employee share plans do not affect our aggregate available authorization for our publicly announced open-market share purchase and the other share purchase programs.

We intend to continue to use a significant portion of cash generated from operations for share repurchases during the remainder of fiscal 2021. The number of shares ultimately repurchased under our open-market share purchase program may vary depending on numerous factors, including, without limitation, share price and other market conditions, our ongoing capital allocation planning, the levels of cash and debt balances, other demands for cash, such as acquisition activity, general economic and/or business conditions, and board and management discretion. Additionally, as these factors may change over the course of the year, the amount of share repurchase activity during any particular period cannot be predicted and may fluctuate from time to time. Share repurchases may be made from time to time through open-market purchases, in respect of purchases and redemptions of Accenture Canada Holdings Inc. exchangeable shares, through the use of Rule 10b5-1 plans and/or by other means. The repurchase program may be accelerated, suspended, delayed or discontinued at any time, without notice.

Off-Balance Sheet Arrangements

In the normal course of business and in conjunction with some client engagements, we have entered into contractual arrangements through which we may be obligated to indemnify clients with respect to certain matters.

To date, we have not been required to make any significant payment under any of the arrangements described above. For further discussion of these transactions, see Note 10 (Commitments and Contingencies) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

Significant Accounting Policies

See Note 1 (Basis of Presentation) to our Consolidated Financial Statements under Item 1, “Financial Statements.”

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ACCENTURE FORM 10-Q	Item 3. Quantitative and Qualitative Disclosures About Market Risk	28

Item 3. Quantitative and Qualitative Disclosures About Market Risk

During the three months ended November 30, 2020, there were no material changes to the information on market risk exposure disclosed in our Annual Report on Form 10-K for the year ended August 31, 2020. For a discussion of our market risk associated with foreign currency risk, interest rate risk and equity price risk as of August 31, 2020, see “Quantitative and Qualitative Disclosures About Market Risk” in Part II, Item 7A, of our Annual Report on Form 10-K for the year ended August 31, 2020.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. Based on that evaluation, the principal executive officer and the principal financial officer of Accenture plc have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during the first quarter of fiscal 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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ACCENTURE FORM 10-Q	Part II — Other Information	29

Part II — Other Information

Item 1. Legal Proceedings

The information set forth under “Legal Contingencies” in Note 10 (Commitments and Contingencies) to our Consolidated Financial Statements under Part I, Item 1, “Financial Statements,” is incorporated herein by reference.

Item 1A. Risk Factors

For a discussion of our potential risks and uncertainties, see the information under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended August 31, 2020 (the “Annual Report”). There have been no material changes to the risk factors disclosed in our Annual Report.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Purchases of Accenture plc Class A Ordinary Shares

The following table provides information relating to our purchases of Accenture plc Class A ordinary shares during the first quarter of fiscal 2021.

Period	Total Number of Shares Purchased	Average Price Paid per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (3)
					(in millions of U.S. dollars)
September 1, 2020 — September 30, 2020	880,210	$	232.11	846,255	$	6,119
October 1, 2020 — October 31, 2020	1,567,525	225.71		1,247,554	5,838
November 1, 2020 — November 30, 2020	893,495	235.36		772,132	5,654
Total (4)	3,341,230	$	229.97	2,865,941

(1)Average price paid per share reflects the total cash outlay for the period, divided by the number of shares acquired, including those acquired by purchase or redemption for cash and any acquired by means of employee forfeiture.

(2)Since August 2001, the Board of Directors of Accenture plc has authorized and periodically confirmed a publicly announced open-market share purchase program for acquiring Accenture plc Class A ordinary shares. During the first quarter of fiscal 2021, we purchased 2,865,941 Accenture plc Class A ordinary shares under this program for an aggregate price of $661 million. The open-market purchase program does not have an expiration date.

(3)As of November 30, 2020, our aggregate available authorization for share purchases and redemptions was $5,654 million, which management has the discretion to use for either our publicly announced open-market share purchase program or the other share purchase programs. Since August 2001 and as of November 30, 2020, the Board of Directors of Accenture plc has authorized an aggregate of $40.1 billion for share purchases and redemptions by Accenture plc and Accenture Canada Holdings Inc.

(4)During the first quarter of fiscal 2021, Accenture purchased 475,289 Accenture plc Class A ordinary shares in transactions unrelated to publicly announced share plans or programs. These transactions consisted of acquisitions of Accenture plc Class A ordinary shares primarily via share withholding for payroll tax obligations due from employees and former employees in connection with the delivery of Accenture plc Class A ordinary shares under our various employee equity share plans. These purchases of shares in connection with employee share plans do not affect our aggregate available authorization for our publicly announced open-market share purchase and the other share purchase programs.

Item 3. Defaults Upon Senior Securities

None.

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ACCENTURE FORM 10-Q	Part II — Other Information	30

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(a) None.

(b) None.

Item 6. Exhibits

Exhibit Index:

Exhibit Number	Exhibit
3.1	Amended and Restated Memorandum and Articles of Association of Accenture plc (incorporated by reference to Exhibit 3.1 to Accenture plc’s 8-K filed on February 7, 2018)
10.1	2012 Employment Contract between Accenture SAS and Jean-Marc Ollagnier, together with 2017 Addendum (filed herewith)
10.2	2015 Sub-plan for Restricted Share Units Granted in France (filed herewith)
10.3	Form of Fiscal 2019 Key Executive Performance-Based Award Restricted Share Unit Agreement in France (filed herewith)
10.4	Form of Fiscal 2020 Key Executive Performance-Based Award Restricted Share Unit Agreement in France (filed herewith)
10.5	Form of Fiscal 2020 Accenture Leadership Performance Equity Award Restricted Share Unit Agreement in France (filed herewith)
10.6	Form of Next Generation Leadership Performance-Based Award Restricted Share Unit Agreement in France (filed herewith)
31.1	Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2	Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32.1	Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
32.2	Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)
101	The following financial information from Accenture plc’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2020, formatted in Inline XBRL: (i) Consolidated Balance Sheets as of November 30, 2020 (Unaudited) and August 31, 2020, (ii) Consolidated Income Statements (Unaudited) for the three months ended November 30, 2020 and 2019, (iii) Consolidated Statements of Comprehensive Income (Unaudited) for the three months ended November 30, 2020 and 2019, (iv) Consolidated Shareholders’ Equity Statement (Unaudited) for the three months ended November 30, 2020 and 2019, (v) Consolidated Cash Flows Statements (Unaudited) for the three months ended November 30, 2020 and 2019 and (vi) the Notes to Consolidated Financial Statements (Unaudited)
104	The cover page from Accenture plc’s Quarterly Report on Form 10-Q for the quarterly period ended November 30, 2020, formatted in Inline XBRL (included as Exhibit 101)

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ACCENTURE FORM 10-Q	Signatures	31

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: December 17, 2020

ACCENTURE PLC
By:	/s/ KC McClure
Name:	KC McClure
Title:	Chief Financial Officer
	(Principal Financial Officer and Authorized Signatory)

EX-10.1

Exhibit 10.1

INDEFINITE-TERM EMPLOYMENT CONTRACT

BETWEEN :

EMPLOYER     ACCENTURE, a simplified joint-stock company (Société par actions simplifiée), with a share capital of 17 250 000 €, whose registered office is located at 118 avenue of France, 75013 Paris, France, registered with the Companies and Commercial Registry, under the number B 732 075 312, represented by Christian NIBOUREL as President of ACCENTURE SAS, hereinafter the « Company », on the one hand,

AND:

EMPLOYEE    Jean-Marc OLLAGNIER, residing at « Address » with the social security under the number « Number» , on the other hand,

ACCENTURE SAS and Jean-Marc OLLAGNIER shall be individually referred to hereinafter as a “Party” and jointly as the “Parties”.

“Group” shall mean the Accenture plc and company affiliate to it.

THE FOLLOWING HAS BEEN AGREED :

1.COMMITMENT

1.1Jean-Marc OLLAGNIER was hired by the Company on November 3, 1986 as Consulting Engineer.

1.2The Parties have agreed, through this employment contract, to replace all the provisions in the employment contract and agreements, written or verbal, entered into the parties and /or between Jean-Marc OLLAGNIER and the Company, except any “Equity Grant Agreements” entered into with Accenture which will remain applicable. The Parties understand and agree that the Company is not party to any such “Equity Grant Agreements”. It is agreed that the length of service acquired by Jean-Marc OLLAGNIER at the date of signature of the present contract shall not be affected.

1.3This employment contract is entered into for an indefinite-term with effect from December 1, 2012.

1.4This employment contract is governed by the applicable laws and regulations in force and by the provisions of the applicable Collective Bargaining Agreement, namely, for informational purposes on this date, Collective Bargaining Agreement, of technical design offices, engineering consultancies, and consultancy firms (“SYNTEC”) as well as by the Company’s internal rules, the provisions of agreements and the internal policies available on the Company's portal and intranet website, for informational purposes.

1.5Jean-Marc OLLAGNIER agrees to comply with all the provisions of the aforementioned laws, regulations, agreements and policies.

1

2.ROLE, TASKS AND RESPONSIBILITIES

2.1Jean-Marc OLLAGNIER shall carry out the role of Group Chief Executive Resources, Management status, member of the « Global Management Committee». The duty assigned to him in particular is to ensure that the Group's Resources Department is taking leadership positions in the market, to ensure the development of its capacities and profitability, by being a leader in its sector and with its clients, and by innovating to take advantage of the best synergies within the Group.

For informational purposes, Jean-Marc OLLAGNIER shall perform his duties under the authority and in accordance with the framework of instructions from his Manager, Pierre NANTERME, acting as President of Accenture plc, or from any other person or corporate body, that the Company may designate at any time.

2.2Jean-Marc OLLAGNIER’s tasks and responsibilities may necessarily evolve depending on the Company and/or Group’s needs to ensure its proper management and adaptation, as well as service contingencies.

2.3Jean-Marc OLLAGNIER’s tasks and responsibilities may necessarily evolve depending on the Company and/or Group’s needs to ensure its proper management and adaptation, as well as service contingencies. Consequently, the tasks and responsibilities of Jean-Marc OLLAGNIER may, if they fall within his capacity, be adapted, supplemented or modified, occasionally or otherwise, by the Company, or from any other person or corporate body by whatever means they deem appropriate.

3.WORKING HOURS

3.1Given the professional responsibilities entrusted to Jean-Marc OLLAGNIER, the importance of which involves considerable independence in the organisation of his working hours, the autonomy which he has to make his decisions and the level of his remuneration, Jean-Marc OLLAGNIER shall be deemed to occupy the status of “top management level employee” as defined by working time regulations.

3.2As such, in accordance with the provisions of Article L.3111-2 of the French Employment Code, the regulations governing working time, including overtime, are not applicable to Jean-Marc OLLAGNIER. Therefore, Jean-Marc OLLAGNIER shall not be able, in any way, to claim the payment of any overtime.

4.RENUMERATION

4.1Basic salary

In his capacity as “Group Chief Executive Resources”, Jean-Marc OLLAGNIER shall receive, as basic cash remuneration, an annual gross reference salary of EUR [*]. The annual gross salary shall relate to the annual period of the Company's compensation year, from December 1 to November 30, beginning on December 1, 2012, and may be adjusted from time-to-time by the Company, or from any other person or corporate body by whatever means they deem appropriate.

The basic remuneration shall be paid in twelve monthly instalments, directly into the bank account of Jean-Marc OLLAGNIER.

It is expressly agreed that this remuneration is fixed and is independent from the time spent by Jean-Marc OLLAGNIER for the performance of his duties.

2

4.2 Global Annual Bonus

Jean-Marc OLLAGNIER will be eligible to participate in Accenture's Global Annual Bonus Program as in place and as amended from time to time. Subject to the rules of the Global Annual Bonus Program, the Company determines payout targets (if applicable within the limit of thresholds and maximum payment amounts fixed by Accenture plc) at the beginning of each compensation year, and the actual payment amounts, based on individual performance as well as overall company performance, following the completion of the applicable fiscal year. The Global Annual Bonus Program targets and payouts modalities may fluctuate from year to year, either upwards or downwards, and shall be reviewed annually. Jean-Marc OLLAGNIER's targets and payout modalities of the Global Annual Bonus will be communicated to him within a three-month period following the beginning of the reference period. The annual targets entrusted to Jean-Marc OLLAGNIER will be set unilaterally by the Company.

For information purposes (and, in any event, the relevant Global Annual Bonus Program terms and conditions will always prevail), to be eligible for a Global Annual Bonus Program award for his performance in any given fiscal year in which the Global Annual Bonus Program is available, Jean-Marc OLLAGNIER must be employed by the Company or an eligible subsidiary of Accenture plc on August 31 of that fiscal year (the last day of the fiscal year for which the bonus is calculated).

Global Annual Bonus Program awards will be paid out at the end of the calendar year (i.e., after December 1PPstPP) once Jean-Marc OLLAGNIER's performance rating and Accenture plc's performance for the prior fiscal year, as determined by the Company, are known. Jean-Marc OLLAGNIER recognizes that there shall be no claim or entitlement for future payment, even if such payment has been received during several previous performance years.

5.WELFARE SCHEMES

5.1Jean-Marc OLLAGNIER shall be a member of the pension and insurance schemes in effect within the Company, i.e. on this date:

5.1.1     REUNICA Group - Agirc Pension (154 rue Anatole France 92599 Levallois Perret Cedex) and NOVALIS TAITBOUT Group - Arrco Pension (supplementary pension funds - 6 rue Bouchardon 75495 Paris Cedex 10

5.1.2      Insurance: GAN / EUROCOURTAGE        

5.2Jean-Marc OLLAGNIER therefore agrees to the deduction of the employee contributions related thereto as well as to any possible amendment of the schemes or the rates of contribution.

6.LOCATION

6.1For information purposes, the principal and administrative location of Jean-Marc OLLAGNIER shall be set at the Company's registered office, at 118 avenue of France, 75013 Paris.

6.2The Parties mutually agree that the administrative and principal location shall not constitute an essential condition of this employment contract.

6.3Therefore, in consideration of the nature of his duties, Jean-Marc OLLAGNIER may be requested to transfer his principal and/or administrative location at any time to any establishment, existing on the date of signature of this employment contract, which the Company or the Group, operates on French national territory (excluding overseas territories).

3

7.MISSIONS AND TRAVEL

7.1As a result of his duties, Jean-Marc OLLAGNIER shall regularly travel in France and abroad to the offices of the Company or in any of the companies in the Group.

7.2The mission order in Appendix A defines the terms of such travel.

7.3In case of a mission and/or travel abroad, Jean-Marc OLLAGNIER must have a valid passport and obtain any visas and work permits required. The Company agrees to assist Jean-Marc OLLAGNIER with the necessary steps to this effect.

In addition, the tax equalisation policy in force within the Company will apply for all trips and missions abroad.

To that effect Jean-Marc OLLAGNIER will benefit from the assistance of the firm retained by the Company for the preparation of his French and foreign income tax returns. Access to these services is defined in the Company international mobility policies, which are accessible through the Human Resources department.

8.PROFESSIONAL SECRECY - COMMERCIAL CONFIDENTIALITY

8.1Jean-Marc OLLAGNIER is bound, during the execution of his employment contract and after its termination, irrespective of his general obligation of discretion and commercial confidentiality, to absolute secrecy with regard to any facts which he may learn because of his role or being a part of the Company, with respect to any individual or any employee of the Company, unless it is necessary for the employee concerned to be informed of the confidential information.

8.2Jean-Marc OLLAGNIER is bound by this obligation of discretion both during and after the execution of his tasks under this employment contract.

8.3It is recognised, by express agreement between the Parties, that all information in relation to the Company or to any entity of the Group, including with regard to their activities, contracts or technical, financial or commercial policies, is and shall at all times be kept strictly confidential and is the exclusive property, depending on the case, or of any entity of the Group, regardless of whether such information is protected as industrial property or artistic property.

8.4Similarly, Jean-Marc OLLAGNIER agrees to respect the confidentiality of all other information which he may become aware of during the execution of his employment contract, regardless of the origin of such information, whether it be from any entity of the Group, from their respective clients or from other third parties.

8.5The information referred to above includes in particular, without the following list being exhaustive, any and all deliverables created by the Company or provided to clients, regardless of whether such deliverable is protected as industrial property or artistic property, information concerning data, “Know-how” as defined in article 15.4, “Works” as defined in article 15, trade secrets, strategic plans, marketing plans, customers or customer requests (including their names), lists of customers canvassed by the Company or the Group, price lists or pricing policy, technical information, inventions (whether or not patentable), information concerning projects or transactions, the Company's or the Group's employees, any financial information or projects, budgets, any paper or electronic document written by Jean-Marc OLLAGNIER within the performance of his duties or by any other person. This definition includes the information marked as “confidential” or any information which is said to be “confidential” or which Jean-Marc OLLAGNIER may reasonably consider to be regarded as such by the Company, any information given to the Company or to any entity of the Group, in confidence by customers, suppliers or any other person, and any reproductions or summaries of the aforementioned information of any kind, irrespective of the media.

8.6In particular, he shall not, under any circumstances, disclose in any way or publish any information or share it, even verbally, with any third party, or use such information for his own account, without the prior consent of the Company in writing.

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8.7In any event, the confidentiality of information shall, at all times during the term of the contract, and after the termination of this employment contract, for whatever reason, be observed and preserved by Jean-Marc OLLAGNIER.

8.8Such obligation of non-disclosure shall survive and remain enforceable even after the termination (by resignation, dismissal, amicable termination, or invalidity of contract) of this employment contract, without limitation of time.

8.9All data and documents, as defined above, shall remain the property of the Company.

8.10Jean-Marc OLLAGNIER shall not keep in his possession, in any manner whatsoever, any documents, studies or work and/or correspondence or any other data or copies belonging to the Group, which were given to him as part of his role, except during the time that such items are necessary for the performance of his duties.

8.11In addition, Jean-Marc OLLAGNIER agrees to take any necessary measures to ensure that no unauthorised third party can access any document containing confidential information.

8.12Any breach of this strict obligation shall be likely to constitute gross negligence which may justify immediate dismissal as well as compensation for any damage caused.

9.EXCLUSIVITY FOR THE TERM OFTHE EMPLOYMENT CONTRACT

9.1Jean-Marc OLLAGNIER agrees to devote to the Company his entire working hours to the tasks entrusted to him under this employment contract.

9.2Therefore, during the execution of this employment contract within the Company, Jean-Marc OLLAGNIER is prohibited from directly or indirectly carrying out any other professional activity, against payment or free of charge, without prior agreement of the President of the Company.

9.3In the particular case where a request for professional services is personally made directly by a client or a prospect or a competitor of the Company, or of the Group, Jean-Marc OLLAGNIER undertakes to refuse this request himself or on behalf of any third party and to inform the President of the Company.

10.OBLIGATION OF LOYALTY AND TRUST

10.1Jean-Marc OLLAGNIER agrees, during the term of his employment contract, not to act on behalf of a competitor and not to carry out, on his behalf or on behalf of another company, any activities that would be competing the Group. In particular, Jean-Marc OLLAGNIER has a duty and an obligation not to entice or attempt to entice the clients, methods, trade secrets, or know-how of the Group, for his benefit or for the benefit of any third party, and to not be interested in or gain any benefit, directly or indirectly, from the clients of the Company or the Group, even if he is the subject of unsolicited requests.

10.2Any breach of this loyalty obligation shall be likely to constitute serious misconduct.

10.3If Jean-Marc OLLAGNIER receives a job offer from a client, Jean-Marc OLLAGNIER agrees to immediately inform the President of the Company.

10.4It is expressly agreed that in the event of termination of the employment contract, Jean-Marc OLLAGNIER shall continue to be bound by a loyalty obligation vis-à-vis the Company and the Group.

11.NON-COMPETITION, RESPECT FOR CLIENTS AND NON-SOLICITATION

11.1Jean-Marc OLLAGNIER recognises that his role as “Group Chief Executive Resources” constitutes the most important position worldwide within the Group. Therefore, he has access to the broadest possible range of important documents and confidential information on the Company and Group's activities and clients, concerning the French market as well as concerning the foreign markets where the Company or the Group are established. In addition, Jean-Marc OLLAGNIER has especially significant contacts with the Company's and the Group's clients. In the course of his duties, Jean-Marc OLLAGNIER thus has access to an exceptional amount of know-how, technology, strategic plans, business practices and, in general, a very significant

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amount of confidential information and trade secrets concerning the Company and the Group. The use by Jean-Marc OLLAGNIER of such information in the name, on behalf or for the benefit of a competitor of the Company and/or of the Group and would significantly damage the Company's and/or the Group's interests.

11.2Consequently and given the nature of the activities of the Company and the highly competitive market in which it operates, Jean-Marc OLLAGNIER expressly recognises that:

11.2.1    The restriction on his professional activities upon termination of his duties resulting from the present non-competition, respect for clients and non-solicitation clause only aims to protect the legitimate interests of the Company and/or the Group, and does not have the object, or consequence of preventing Jean-Marc OLLAGNIER from performing his professional activity; and

11.2.2     The present non-competition, respect for clients and non-solicitation clause is an essential condition of employment.

11.3In accordance with such conditions, in case of termination of this employment contract for any reason whatsoever (including a resignation, dismissal or amicable termination), Jean-Marc OLLAGNIER is prohibited from carrying out an activity (even unpaid):

(a)Either by directly or indirectly exploiting, in France, a company which is a competitor of the Company and/or the Group to which it belongs, even through third parties, either as individuals or legal entities,

(b)Either as an employee, partner, corporate officer, administrator, shareholder, consultant or otherwise, in a company which is a competitor of the Company and/or the Group to which it belongs or to have any direct or indirect interest in any form whatsoever in a company of this type and mentioned on the list of the companies attached at Appendix B of this employment contract. It is understood that this list may change and be added to by addendum.

All activity concerning the provision of strategy and organization consulting, technology services consulting and/or outsourcing services is considered competing activity for the application of the present non-competition clause.

11.4Jean-Marc OLLAGNIER is also prohibited from:

11.4.1     taking an equity interest or enticing away directly or indirectly any client or prospect with whom he has been involved during the 12 months preceding the notification of termination of employment agreement,

11.4.2     hiring and/or enticing away, by any means whatsoever or through any intermediary whatsoever, for his own account or on behalf of any third party, the employees of the Company or of the Group.

11.5Particularly, Jean-Marc OLLAGNIER agrees to not use the different professional and personal social networks for purposes which would contravene the obligations referred to above.

11.6Such prohibitions of non-competition, respect for clients and non-solicitation shall last for (12) months as from the effective termination of this employment agreement and shall cover the following territories : all the countries listed on the Appendix C of this employment agreement, excepted the obligation mentioned at the article 12.3 (a) which is solely applicable in France. It is agreed that this list may change and be completed by addendum.

11.7As compensation for these obligations, Jean-Marc OLLAGNIER shall be paid, over the same period, with a monthly non-compete indemnity corresponding to 35% of his fixed average gross remuneration (including the fixed salary as well as the variable compensation, excluding equity grants) as appearing on Jean-Marc OLLAGNIER's payslips issued for the 12 months of presence in the Company preceding termination of his employment contract. The parties agree that this financial consideration is a global lump sum and shall include any allowance due under this sum, including a compensatory allowance for paid leave of absence.

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11.8Each month, Jean-Marc OLLAGNIER shall certify his employment status to the Company (certificate of employment of his new employer or, in the case of non-employment, a document certifying that he has signed on with the French unemployment office (Pôle Emploi), or failing that, a declaration on oath), to demonstrate that he is complying with the non-competition obligations imposed.

11.9The financial compensation mentioned above shall cease to be payable if Jean-Marc OLLAGNIER fails to comply with the obligations imposed upon him under the present Clause.

11.10However, the Company reserves the right to reduce the geographical area or duration of application of the present clause or to waive the benefit of this clause provided that the Company informs Jean-Marc OLLAGNIER in writing within a (15) day period starting upon notification of termination of the employment contract (date of receipt of the resignation letter or the constructive dismissal letter, or the date of sending of the dismissal letter) or of the date of knowledge of the certification of the amicable termination by the DIRECCTE. In the event that the Company should waive the benefit of this non-competition clause in the form and within the period mentioned above, it shall consequently no longer be bound to pay the aforementioned financial consideration every month.

12.PENALTY CLAUSE

Breach of the prohibitions stipulated in Articles 8 (professional secrecy) and 11 (non-competition, respect for clients and non-solicitation) above shall be sanctioned by the payment of compensation at least equal to the base remuneration received by Jean-Marc OLLAGNIER during the last six (6) months of this employment contract. The Company reserves the right to prove greater damage and to obtain an injunction to stop any disturbance and compensation by all legal ways and means.

13.RETURN OF PROPERTY AND DOCUMENTS BELONGING TO THE COMPANY

The equipment that the Company shall entrust to Jean-Marc OLLAGNIER for the execution of his role, in particular, a laptop, files, plans, documentation, correspondence, access passes, etc. shall remain the property of the Company.

Jean-Marc OLLAGNIER shall use this equipment in a professional manner and shall not make copies, facsimiles or reproductions for his personal use or any other use, unless expressly authorised by the Company.

In addition, Jean-Marc OLLAGNIER expressly agrees to return the equipment entrusted to him including hardware, software, portable equipment, files, plans, documentation, correspondence and any copies, facsimiles and reproductions, on the same date that his duties are effectively terminated, for any reason whatsoever, or on any other occasion when requested by the Company, without there being any need for a prior demand or formal notice by the Company. Upon the return of the equipment entrusted to him, Jean-Marc OLLAGNIER undertakes to remove any personal data or any private communications or information relating to him.

Jean-Marc OLLAGNIER shall not keep any copies of said documents and shall preserve their confidentiality, even after his departure. In this respect, Jean-Marc OLLAGNIER agrees to not use the content for his own account or for the account of any third party and to not disclose or allow to be disclosed any of the information they contain to anyone. Breach of this obligation shall call into question his personal liability.

In addition, Jean-Marc OLLAGNIER agrees to return to the Company the payment card for business use which he may have been given. Jean-Marc OLLAGNIER shall ensure that no debit balance in relation to this business card shall be owed at the time of its return.

14.PROCESSING OF PERSONAL DATA

14.1Jean-Marc OLLAGNIER is informed and accepts that the Company shall collect and process his personal information. Such information is needed by the Human Resources Department and the other departments concerned to manage the professional file of Jean-Marc OLLAGNIER including for the management of his professional career, appraisal, professional training, remuneration (salary, paid holiday, miscellaneous absence), mobility, integration or departure from the Company. Personal information may also be processed as part of the management of files in which Jean-Marc OLLAGNIER is involved during the execution of his employment contract, as well as to comply with legal obligations for the Company or the Group.

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14.2The information may be sent to international companies or third parties acting in name and/or on behalf of one of the companies belonging to the Group, established in countries which may or may not ensure a sufficient level of protection, which are affiliated with the Company and to third parties if such communication proves to be necessary for business purposes or by law. The information categories concerned by such transfer are related to Jean-Marc OLLAGNIER's identification, professional life, and the information related to Jean-Marc OLLAGNIER's economic and financial situation, and the transfer carried out shall be particularly concerned with the management of Jean-Marc OLLAGNIER's professional life within an international organisation.

14.3The Binding Corporate Rules for the organisation of intra-group data trans-border flows and data transfer agreements have been implemented to manage these trans-border flows and guarantee a sufficient level of protection. Jean-Marc OLLAGNIER may request a list of the countries concerned and a copy of the by-laws from the “Data Privacy Officer”.

14.4Jean-Marc OLLAGNIER has a right to query, access, correct and object, for legitimate reasons, to the personal information concerning him. In order to exercise this right, Jean-Marc OLLAGNIER shall contact the “Data Privacy Officer”, data.privacy@accenture.com, or the Human Resources department.

14.5Jean-Marc OLLAGNIER also agrees to collect, process and store any personal information of third parties to which he has access during the term of his employment contract in accordance with the law in force and the procedures applicable within the Company. Jean-Marc OLLAGNIER also agrees to only use such personal information within the scope of his role and within the limits required for its execution.

14.6In this regard, Jean-Marc OLLAGNIER shall take special care to ensure the confidentiality and the security of personal information which he may have access to during the execution of his employment contract.

15.INTELLECTUAL PROPETY

For the purposes of this article, “Intellectual Property Rights” refers to any intellectual or industrial property rights (registered or not) including any patent, author right, copyright, industrial design, sui generis right, Internet right and/or domain name, relating to the “Works”, confidential information, trade secret, know-how as well as any claim or any cause of action related to any of the above-mentioned rights.

“Works” means all databases, software, source codes, algorithms, specifications, software design material, processes, interfaces, documents, articles, models, studies, bill of specifications, documentation, charts (including graphic charts), methods, trademarks, logos, photographies/videos, slogans, Internet programs/applications and/or names, know-how, confidential information, reports and/or other tasks related to the Company's or to the Group's activity or which would be likely to be conceived or, created, or reduced to practice during the performance of his employment contract.

More specifically, Works include all the Works that may be conceived, created or implemented by Jean-Marc OLLAGNIER, alone or in collaboration with others, on the basis of works, or as part of new works during the performance of his employment contract.

The creation of the Works and the associated Intellectual Property Rights are part of the duties of Jean-Marc OLLAGNIER under the present employment contract.

Thus, the Company is the sole owner of the Intellectual Property Rights over the Works executed by Jean-Marc OLLAGNIER in any form whatsoever on the occasion of the performance of this employment contract.

These rights are automatically vested in the Company over the course of progress of the works or as soon as any Intellectual Property Right arises. The works will be broadcast on behalf of the Company.

If needed, Jean-Marc OLLAGNIER undertakes to immediately assign without any reservation all his Intellectual Property Rights on the Works.

15.1Copyright

Jean-Marc OLLAGNIER agrees that the Works he may solely or jointly create or have created in the performance of this employment contract are collective works (oeuvre collective), initiated by the Company

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and exploited under the Company's name, and belong to the Company according to article L. 113-5 of the Intellectual Property Code.

However, in the event that such assignment would be necessary to enable the Company to use and exploit all or part of the Works, Jean-Marc OLLAGNIER hereby assigns without any reservation any and all author rights he would own in the Works.

Consequently, Jean-Marc OLLAGNIER hereby assigns exclusively to the Company his author rights, as defined below for any exploitation, either public or not, commercial or not, free or not:

15.1.1        the exclusive right to reproduce, in particular in numerous copies, duplicate, print, record all or part of the Works by any means on any media, in particular but without limitation on paper supports, films, electronic support, as well as on any media whether analogical, digital or differently electronically exploitable (including CD-Rom, CDI, CDV, DVD, DVD Rom, DVD-R et DVD-Ram, DivX, memory card, minidisc, DAT, hardware, web site server, smart phone, electronic pad, digital tablets, Intranet, diskette, book, magazine, phonogram and videogram), or optical, and any other media and in any forms and formats whether known at the execution date of this employment contract or to be discovered in the future;

15.1.2     the exclusive right to establish any version, whether in French or in a foreign language, including in any computer language, of all or part of the Works and more generally the rights of translation, arrangement, modification and the right of adaptation, transformation of all or part of the Works in view of any kinds of exploitation, including but without limitation the right to add, remove, combine or modify the Works by any means or process known or unknown to date;

15.1.3        the exclusive right to publish, broadcast, edit, or re-edit, market, license or assign the right to use, rent, or lend reproductions of all or part of the Works, whether for free or for valuable consideration;

15.1.4        the exclusive right of representation and broadcasting of all or part of the Works, in public or in private, by any means using all processes whether known at the execution date of this employment contract or to be discovered in the future, in all format and all support including, but not limited to, terrestrial, TNT, IPTV, TMP, satellite, cable, cinema, video, and television broadcasting or any other telecommunication or audio-visual communication network, wireless technology or mobile phone and, more broadly, by any other communication means (Internet, Intranet, Extranet, email…);

15.1.5        the exclusive right to register the Works as trade mark and/or industrial design, in France and abroad.

This assignment occurs as soon as the Works are created and is valid for the entire world and for the legal duration of the copyright protections set out by French or foreign law as well as international conventions, including any legal prorogation for whatever reason.

Jean-Marc OLLAGNIER acknowledges that the salary he receives includes all remuneration owed in consideration of the assignment of copyright and undertakes irrevocably not to claim any other complementary compensation in this regard.

The Company will broadcast the Works under its own name, excluding Jean-Marc OLLAGNIER's name.

Within the limits authorized by law, Jean-Marc OLLAGNIER renounces and agrees to never claim any of the moral rights (such as defined hereafter) on the Works that he would have on whole or part of the Works and agrees to sign all necessary documents in order to enable the Company to implement this Article.

15.2Software

In the case where Jean-Marc OLLAGNIER 's Works are a software, designed during his work time according to the Company's instructions, pecuniary rights over the software and the related documentation belong to the Company, which is the only party entitled to exercise these rights in the entire world, according to article L. 113-9 of the Intellectual Property Code.

As a result, only the Company is entitled to exercise exclusively the author’s rights mentioned in article L. 122-6 of the Intellectual Property Code, as well as integration rights (wholly or in part, with or without modifying the interface), developing, maintenance, marketing, editing or decompiling rights.

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The Company will broadcast software programs under its own name, to the exclusion of Jean-Marc OLLAGNIER's name.

Within the limits authorized by law, Jean-Marc OLLAGNIER renounces and agrees never to claim authorship for the whole or part of software programs.

15.3Inventions

In the performance of his contract, Jean-Marc OLLAGNIER could conceive, create, develop, constitute and produce inventions likely to be patented or not.

In accordance with the provisions of article L. 611-7 of the Intellectual Property Code, Jean-Marc OLLAGNIER acknowledges that the inventions made within the context of his employment contract which provides for an “inventive mission” which corresponds to Jean-Marc OLLAGNIER's actual duties, or, as part of studies or research which have been specifically entrusted to Jean-Marc OLLAGNIER, belong to the Company as of right (“Inventions of Mission”), and the Company will pay Jean-Marc OLLAGNIER an additional remuneration, which shall be determined according to the provisions of the Intellectual Property Code. This additional remuneration shall, in total, not be less than 0.5 (zero point five) and not more than five (5) times Jean-Marc OLLAGNIER's monthly salary. This additional remuneration shall be paid only insofar as Jean-Marc OLLAGNIER personally took part in the invention.

Jean-Marc OLLAGNIER further acknowledges that for all the other inventions created either (i) in the performance of his duties, (ii) in the field of activity of the Company, or (iii) by using knowledge or technologies or specific methods of the Company or information acquired by the Company, the Company is entitled, on its demand and according to legal and regulatory applicable provisions, to have assigned the ownership of the patent protecting the invention (including all applications (or rights to request and be provided) the renewal or extensions and the rights to claim the priority, all rights and rights or similar forms of protection or equivalent that exist or may substitute in the future in all parts of the world) or can decide to obtain a license to all or parts of the rights in the patent protecting the invention in accordance with article L. 611-7 of the Intellectual Property Code.

In accordance with the provisions of articles R. 611-1 and seq. of the Intellectual Property Code, Jean-Marc OLLAGNIER must promptly inform the Company of any invention made during his employment contract.

15.4Know-how

Jean-Marc OLLAGNIER undertakes to disclose to the Company promptly any know-how, including any technical innovation, idea, discovery, invention, model, formulas, tests, data, processes, production methods, commercial methods, developments, improvements, whether or not patentable, or able to being protected by copyright or industrial property rights (“the Know-how”).

Jean-Marc OLLAGNIER acknowledges that this Know-how will be the exclusive ownership of the Company, and represents confidential information covered by the duty of confidentiality to which he is bound by virtue of this employment contract.

15.5Additional commitments

Jean-Marc OLLAGNIER will provide the Company with all the documents and Works that he will have realized. Jean-Marc OLLAGNIER agrees to establish and maintain appropriate written records and update of all Works, inventions or creations (done alone or with other creators or inventors) during the duration of his employment contract with the Company in a form indicated by the Company. The archives will take the form of notes, sketches, drawings, and any other presentation that the Company may give him. The archives will be made available to the Company and will be the exclusive property of the Company and will remain so.

Jean-Marc OLLAGNIER cannot, both during the term of his contract and after the termination, process on his behalf or on behalf of a third party unless he has the prior written agreement of the Company, any deposit and any formalities or filing registration, whether in France or abroad, including depositing envelopes Soleau, from any register and/or registers of copyrights, patents, trademarks, designs and other similar records or to an authority responsible for registering domain names in France or abroad, for all Work.

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Jean-Marc OLLAGNIER hereby grants, as necessary, full authority to the Company for the formalities that the Company may deem fit to protect the rights of the Company in the Works, in France and abroad, and he is committed both during the term of this employment contract and after the termination, to furnish all documents and signatures that are necessary for this purpose. As necessary, Jean-Marc OLLAGNIER agrees to cooperate and provide assistance to the Company in connection with any claim or proceedings relating to these Works.

The Company will in no case be obliged to file, defend or maintain in force, in France or abroad, any Intellectual Property Rights in relation to work done in whole or in part by Jean-Marc OLLAGNIER. Consequently, any decision taken by the Company to waive filing, defending or maintaining Intellectual Property Rights of any kind or use shall not result in any claim or complaint from Jean-Marc OLLAGNIER.

During the course of this employment contract or on termination, Jean-Marc OLLAGNIER shall in no case on his behalf or on behalf of another person or entity, directly or indirectly (i) use any of the Works or Intellectual Property Rights in the Works, in whole or part, unless for the performance of his obligations and responsibilities reasonably required vis-à-vis the Company, or (ii) sell or market the work or human work on Intellectual Property or attempt to make a profit or benefit in any manner whatsoever.

Jean-Marc OLLAGNIER has attached to this employment contract a list describing the inventions, know-how, software, databases, original works, developments, improvements and trade secrets which were made by Jean-Marc OLLAGNIER before this employment contract (collectively, the “Existing Inventions”), which it owns and that are related to activities and products of the Company or his research and development, and which are not transferred to the Company under this employment contract. If no list is attached, Jean-Marc OLLAGNIER agrees that there are no Existing Inventions.

If under this employment contract, Jean-Marc OLLAGNIER fits into a product, service, process or equipment of the Company a Existing Invention that the Company owns or in which the Company has a right, the Company hereby receives the benefit of a non-exclusive license or sub-license, free of charge, worldwide, for the legal protection of rights attached to the Existing Invention, to perform, carry out, modify, use, market, sell and distribute the invention earlier in connection with or related to this product, service, process or equipment.

15.6Personal Works

It might be the case that, independently from his activities for the Company or the performance of this employment contract, Jean-Marc OLLAGNIER creates or participates in the creation of works, such as books, novels, articles, films, interviews, etc. (“Personal Works”).

As long as Personal Works remain within the scope of Jean-Marc OLLAGNIER 's private life, have no link with the Company, its name, its image, its activities, its employees, etc. and do not impair Jean-Marc OLLAGNIER's activities for the Company, the Company will not interfere with Personal Works.

On the contrary, if Personal Works, directly or indirectly, refer to the Company in any way whatsoever (for example, by mentioning the author's functions within the Company), such reference will have to be checked by the Company.

For the avoidance of doubt, Jean-Marc OLLAGNIER undertakes to disclose to the Company any and all Personal Works he would make before its publication.

For the avoidance of doubt, the Company is entitled to control the use of its name, trademarks, image, and to oppose any project that would be prejudicial in any way, or that would try to take advantage of its name or reputation.

16.SOFTWARE

16.1Jean-Marc OLLAGNIER agrees to comply with all the terms and conditions of the different agreements (exploitation, license, protection, etc.) which the Company has signed in respect of the use of software (programmes, products, operating systems, etc.) or to which the latter is bound within the context of projects.

16.2Jean-Marc OLLAGNIER shall take the greatest care with regard to information risks such as fraud, viruses, piracy, etc. with regard to the Company's systems and networks and those of clients.

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17.IMAGE RIGHTS

In the performance of this employment contract, Jean-Marc OLLAGNIER is likely, alone or collectively, to be photographed, videoed, filmed, recorded, from time to time, in particular on the occasion of workshops, video conferences, audio conferences, demonstrations and displays for clients, creation of marketing documents, directories, promotional, social or internal events, receptions, website, intranet, web TV, relations with affiliates, etc. without this list being exhaustive.

Jean-Marc OLLAGNIER expressly agrees that such photographs, video casts, films, and records of his image and/or his voice be taken and used worldwide in the environment and for the purpose of the Company's regular activities, even after termination of this employment contract for any reason whatsoever.

18.APPLICABLE LAW AND COURTS WITH JURISDICTION

This employment contract is subject to French law, with regard to its execution and its termination, and any dispute relating thereto shall fall within the exclusive jurisdiction of the French courts.

Paris, on December 1PPstPP, 2012 In two counterparts
Jean-Marc OLLAGNIERPP1	PPACCENTURE SASPP2 Represented by Christian Nibvourel                                                                                         President of ACCENTURE SAS

PP1PPAfter initialing the previous pages of this employment agreement, please write « read and approved » before signing.

PP2PPAfter initialing the previous pages of this employment agreement, affix the signature of Accenture's representative.

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APPENDIX A

MISSION ORDER IN FRANCE AND ABROAD

1.PURPOSE

1.119.1.    The duties of Jean-Marc OLLAGNIER, as defined in his employment contract, shall require him to travel on punctual occasions.

1.219.2    This mission order is continuous. It shall apply to any travel by Jean-Marc OLLAGNIER within the scope of his duties, at the request of the Company.

2.PERIOD OF INTERVENTION

2.119.3    Certain terms in this regulation are different according to whether the length of the mission is less than or more than three months.

2.219.4    The length of the mission may be shortened or extended by the Company, which Jean-Marc OLLAGNIER agrees to accept by signing this document.

3.TERMS AND CONDITIONS OF ACCOMMODATION AND EXPENSES

The terms and conditions of accommodation and the terms of repayment of the applicable expenses are described in the by-laws in force within the Company called “Policies 710 and 740”, as may be modified from time to time.

4.TERMS AND CONDITIONS OF TRAVEL

The terms and conditions of travel and the terms of repayment of the applicable expenses are described in the by-laws in force within the Company called “Policies 710 and 740”.

Drawn up in two counterparts, in Paris on December 1PPstPP, 2012,

Jean-Marc OLLAGNIERPP1     ACCENTURE SAS Represented by Christian Nibvourel                                                                                         President of ACCENTURE SAS

PP1PPAfter initialing the previous pages of this employment contract, please write « read and approved » before signing.

PP2PPAfter initialing the previous pages of this employment contract, affix the signature of Accenture's representative.

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ADDENDUM

TO THE INDEFINITE-TERM EMPLOYMENT CONTRACT

BETWEEN :

EMPLOYER         ACCENTURE, a simplified joint-stock company (Société par actions simplifiée), with a share capital of 17 250 000 €, whose registered office is located at 118 avenue of France, 75013 Paris, France, registered with the Companies and Commercial Registry, under the number B 732 075 312, represented by Christian NIBOUREL as President of ACCENTURE SAS, hereinafter the « Company », on the one hand,

AND:

EMPLOYEE    Jean-Marc OLLAGNIER, residing at « Address » with the social security under the number « Number» , on the other hand,

ACCENTURE SAS and Jean-Marc OLLAGNIER shall be individually referred to hereinafter as a “Party” and jointly as the “Parties”.

Group shall mean the Company Accenture plc and of its affiliates.

The Parties hereto agree to amend Jean-Marc OLLAGNIER’s employment contract, signed in the context of his duties as Managing Director. In this context, this addendum deletes and replaces the provisions of the employment agreement and any possible addendum, including any other document entered into between the parties with the same purpose and particularly the clauses 2- ROLE, TASKS AND RESPONSIBILITIES, 11- NON-COMPETE, RESPECT FOR CLIENTS AND NON-SOLICITATION, and 14- PROCESSING OF PERSONAL DATA, of Jean-Marc OLLAGNIER’s employment agreement, with the following :

2.ROLE, TASKS AND RESPONSIBILITES

2.1Jean-Marc OLLAGNIER shall carry out the role of Group Chief Executive Resources, Management status, member of the « Global Management Committee». The duty assigned to him is in particular to ensure that the Group's Resources Department is taking leadership positions in the market, to ensure the development of its capacities and profitability, by being a leader in its sector and with its clients, and by innovating to take advantage of the best synergies within the Group.

For information purposes, Jean-Marc OLLAGNIER shall perform his duties under the authority and in accordance with the framework of instructions from his Manager, Mr. Pierre NANTERME, acting as President of Accenture plc, or from any other person or corporate body, that the Company may designate at any time.

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2.2Jean-Marc OLLAGNIER’s tasks and responsibilities may necessarily evolve depending on the Company’s needs to ensure its proper management and adaptation, as well as service contingencies.

Consequently, the tasks and responsibilities of Jean-Marc OLLAGNIER may, provided they fall within his capacity, be adapted, supplemented or modified, occasionally or otherwise, by the Management of the Company by any means it deems appropriate.

2.3In addition, Jean-Marc Ollagnier will be responsible for controlling and monitoring compliance with the legal and conventional provisions relating to working time, rest days and paid-vacations for employees under its responsibility.

11.NON-COMPETITION, RESPECT FOR CLIENTS AND NON- SOLICITATION

11.1Jean-Marc OLLAGNIER recognises that his role as “Group Chief Executive Resources” that he exercises at a worldwide level constitutes one of the most important positions within the Group. Therefore, he has access to the broadest possible range of important documents and confidential information on the Company and Group's activities and clients, concerning the French market as well as concerning the foreign markets where the Company or the Group are established. In addition, Jean-Marc OLLAGNIER has significant contacts with the Company's and the Group's clients. In the course of the performance of his duties, Jean-Marc OLLAGNIER has access to an exceptional amount of know-how, technics, strategic plans, business practices and, in general, a very significant amount of confidential information and trade secrets concerning the Company and the Group. The use by Jean-Marc OLLAGNIER of such information or knowledge in the name, on behalf or for the benefit of a competitor of the Company and/or of the Group would significantly damage the Company's and/or the Group's interests.

11.1Consequently and given the nature of the Company’s activities and the highly competitive nature of the market in which it operates, Jean-Marc OLLAGNIER expressly acknowledges and recognises that :

11.1.1     The restriction on his professional activities upon termination of his duties resulting from the present non-competition, respect for clients and non-solicitation clause only aims at protecting the legitimate interests of the Company and/or the Group, and does not have for purpose and will not have for consequence, to prevent Jean-Marc OLLAGNIER from performing his professional activity; and

11.1.2     The present non-competition, respect for clients and non-solicitation clause is an essential condition of employment.

11.2In accordance with such conditions, in case of termination of this employment contract for any reason whatsoever (including a resignation, dismissal or amicable termination), Jean-Marc OLLAGNIER is prohibited from carrying out an activity (even unpaid):

(a)Either by directly or indirectly exploiting, in France, a company which is a competitor of the Company and/or the Group to which it belongs, even through third parties, either as individuals or legal entities.

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(b)Either as an employee, partner, corporate officer, administrator, shareholder, consultant or otherwise, in a company which is a competitor of the Company and/or the Group to which is belongs or to have any direct or indirect interest in any form whatsoever in a company of this type and mentioned on the list of the companies attached at Appendix B of this employment contract. It is understood that this list may change and be added to by addendum.

All activity concerning the provision of strategy and organization consulting, technology services consulting and/or outsourcing services is considered competing activity for the application of the present non-competition clause.

11.3Jean-Marc OLLAGNIER is also prohibited from :

11.3.1     taking an equity interest or enticing away directly or indirectly any client or prospect with whom he has been involved during the 12 months preceding the notification of termination of employment agreement,

11.3.2    hiring and/or enticing away, by any means whatsoever or through any intermediary whatsoever, for his own account or on behalf of any third party, the employees of the Company or of the Group.

11.4Particularly, Jean-Marc OLLAGNIER agrees to not use the different professional and personal social networks for purposes which would contravene the obligations referred to above.

11.5Such prohibitions of non-competition, respect for clients and non-solicitation shall last for (12) months as from the day of effective termination of this employment agreement and shall cover the following territories : all the countries listed on the Appendix C of this employment agreement, excepted the obligation mentioned at the article 12.3 (a) which is solely applicable in France. It is agreed that this list may change and be completed by addendum.

11.6As compensation for these obligations, Jean-Marc OLLAGNIER shall be paid, over the same period, a monthly non-compete indemnity corresponding to 35% of his fixed average gross remuneration (including the fixed salary as well as any variable compensation, excluding equity grants) as paid and appearing on Jean-Marc OLLAGNIER's payslips issued for the 12 months of presence preceding termination of his employment contract within the Company. The parties agree that this financial consideration is a global lump-sum and include any allowance due under this sum, including a compensatory allowance for paid leave of absence.

11.7Each month, Jean-Marc OLLAGNIER shall certify his employment status to the Company (certificate of employment of his new employer or, in the case of non-employment, a document certifying that he has signed on with the French unemployment office (Pôle Emploi), or failing that, a declaration on oath), to demonstrate that he is complying with the non-competition obligations imposed.

11.8The financial compensation mentioned above shall cease to be payable if Jean-Marc OLLAGNIER fails to comply with the obligations imposed upon him under the present Clause.

11.9However,the Company reserves the right to reduce the geographical area or duration of application of the present clause or to waive the benefit of this clause provided that the Company informs Jean-Marc OLLAGNIER in writing within a (15) day period starting upon notification of termination of the employment contract (date of receipt of the resignation letter or the constructive dismissal letter, or the date of sending of the dismissal letter) or of the date of knowledge of the certification of the amicable termination by the DIRECCTE. In the event that the Company should waive the benefit of this non-competition clause in the form and within the period mentioned above,

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it shall consequently no longer be bound to pay the aforementioned financial consideration every month.

14.PROCESSING OF PERSONAL DATA

14.1Jean-Marc OLLAGNIER is informed and accepts that the Company shall collect, use, transfer, access and process his personal data (« Personal data ») in the course of this employment contract, and that for certain purposes, including : performing his duties, managing the staff, administering the pay, managing his performance and the business activities of the Company, ensure compliance with regulations, or for any legitimate reason. A more detailed list of the purposes is established in the Information Notice concerning Personal Data listed in the Appendix E.

Jean-Marc OLLAGNIER recognizes that he has received and read this Information Notice concerning Personal Data set out in the appendix of this contract (Appendix D). This notice explains and details (i) to what to extend and for what reasons the Company and any other Company of the Group process his Personal Data (ii) the persons having access to personal data and (ii) the duration of the storage of personal data during the contractual relationship.

14.2Jean-Marc OLLAGNIER recognizes and accepts the fact that the Company belongs to an international group, and in this respect could storage or transfer his Personal Data through companies of the Group, worldwide and to third parties. This may include the transfer of Personal Data to foreign countries from where Jean-Marc OLLAGNIER is located, liable to ensure an adequate level of protection, if such disclosure is necessary for business purposes or law enforcement.

14.3The Binding Corporate Rules for the organisation of intra-group data trans-border flows and data transfer agreements have been implemented to manage these trans-border flows and guarantee a sufficient level of protection. Jean-Marc OLLAGNIER may request a list of the countries concerned and a copy of the by-laws to the “Data Privacy Officer”.

14.4Jean-Marc OLLAGNIER also agrees to collect, process and store any personal information on third parties to which he has access during the term of his employment contract in accordance with the law in force and the procedures applicable within the Company. Jean-Marc OLLAGNIER also agrees to only use such personal information within the scope of his role and within the limits required for its execution.

14.5In this regard, Jean-Marc OLLAGNIER shall take special care to ensure the confidentiality and the security of personal information which he may have access to during the execution of his employment contract.

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All other provisions of Jean-Marc OLLAGNIER’s employment contract which do not have the same purpose and which are not amended by the present addendum remain in full force and effect.

Paris, on January 23, 2017 In two counterparts
Jean-Marc OLLAGNIER1	ACCENTURE SAS Represented by CHRISTIAN NIBOUREL President of ACCENTURE SAS
1After having initialed the previous pages of the employment contract, please write « Read and approved» before signing. 2After having initialed the previous pages of the employment contract, affix the signature of Accenture's representative.

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EX-10.2

Exhibit 10.2

ACCENTURE PLC

2015 SHARE INCENTIVE PLAN (FRANCE)

Sub-plan for Restricted Share Units in France

This subplan for the Restricted Share Units granted in France applies to Participants in the Amended and Restated Accenture plc 2010 Share Incentive Plan (the “Plan”) who are employees of Accenture plc (the “Company”) in France and employees in France of affiliates of the Company which are organized under the laws of France as a result of Restricted Share Units granted under the Plan, provided the applicable Award agreement specifically refers to this subplan.

According to Section 14 of the Plan, “With respect to Participants who reside or work outside the United States of America, the Committee may, in its sole discretion, amend the terms of the Plan or Awards with respect to such Participants in order to conform such terms with the provisions of local law, and the Committee may, where appropriate, establish one or more sub-plans to reflect such amended or varied provisions”. This subplan has been adopted pursuant to this Section 14.

The terms of the Plan, as modified by this subplan, constitute the “2015 French Restricted Share Units Plan”, which is intended to comply with the provisions of Articles L. 225-197-1 to L. 225- 197-6 of the French Commercial Code and French employment law. This subplan shall be construed, interpreted and operated with that intention.

Under the 2015 French Restricted Share Units Plan, the Committee shall only grant Restricted Share Units (as defined hereinafter in Section 1) to the Participants.

This subplan has been established to enable the Restricted Share Units granted under this subplan to qualify for the favorable French income tax and social security treatment set out in Article 80 quaterdecies of the French Tax Code and article L. 242-1 of the French Social Security Code, provided however that nothing in this subplan shall be construed as a guarantee or an undertaking by Accenture plc or any of its Subsidiaries and Affiliates that such a favorable regime will effectively apply.

This subplan shall be read in conjunction with the Plan. Awards made under the 2015 French Restricted Share Units Plan are subject to the terms and conditions of the Plan applicable to Restricted Share Units and to the terms and conditions of this subplan. To the extent that the terms and conditions of the Plan differ from or conflict with the terms set out in this subplan the terms set out in this subplan shall prevail.

Whenever used in this subplan, initially capitalized terms used herein and which are not defined in Section 1 below shall have the meanings ascribed to such terms in the Plan. Reference to the singular shall include reference to the plural.

An Award of Restricted Share Units shall be subject to the terms of the 2015 French Restricted Share Units Plan if the applicable Award agreement evidencing such Award refers specifically to the 2015 French Restricted Share Units Plan.

The terms of the 2015 French Restricted Share Units Plan are the terms set out in the Plan, modified as follows.

1.Definitions

1.1.Award

“Award” shall mean a Restricted Share Unit granted under the 2015 French Restricted Share Units Plan.

1.2.Disability

“Disability” shall mean a disability corresponding to the second or the third category of Article L. 341-4 of the French Social Security Code.

1.3.Employee

“Employee” shall mean a current salaried employee, as defined by French labor law.

1.4.Holding Period

“Holding Period” shall mean the period, described Section 8.1 below, during which the Shares shall not be disposed of.

1.5.Participant

“Participant” shall mean an Employee who is selected by the Committee to participate in the 2015 French Restricted Share Units Plan.

1.6.Restricted Share Unit

“Restricted Share Unit” and “RSU” shall mean a conditional right to receive one Share of the Company for each Restricted Share Unit awarded, provided the conditions set forth in the applicable Award document are satisfied at the Vesting Date.

1.7.Vesting Date

“Vesting Date” shall correspond to the date on which, provided the conditions, if any, stated in the applicable Award agreement have been satisfied or lapsed, the Participant acquires a definitive right to the transfer of the ownership of the Share underlying the Award. “Vesting” and “Vest” shall be interpreted accordingly.

2.Participant

Notwithstanding any other provision of the Plan, Restricted Share Units shall only be awarded to Employees in France:

•of the Accenture plc, or of an affiliate of Accenture plc which is organized under the laws of France and having a capital link as defined in Article L. 225-197-2 of the French Commercial Code1, and

•who do not hold Shares representing 10% or more of Accenture plc’s capital at the date of grant of the Award or who would not hold Shares representing 10% or more of Accenture plc’s capital due to the grant of an Award.

3.Settlement of Awards

Notwithstanding any other provision of the Plan, an Award shall only be settled in Shares, and not in cash.

In any event only whole numbers of shares can be delivered to Participants. In case of potential fractional share:

•no cash or other property shall be issued to the Participant in lieu of fractional Shares, and

•the number of shares to be delivered will be rounded down to the nearest whole number of shares.

4.Delivery of Shares for no consideration

Notwithstanding any other provision of the Plan, the shares must be delivered free-of-charge and the Participant cannot be requested to pay any consideration, except:

•if a payment from the Participant is mandatorily requested by the corporate regulation which applies to the Company, and

•if the amount requested to the Participant can be considered as symbolic2.

5.Non-transferability of the Award

Notwithstanding any other provision of the Plan, Awards shall not be transferred or otherwise disposed of, except in the event of death as described below in Section 9.

1- At least 10% of the employer’s company capital must be held, directly or indirectly, by the issuing company.

–the employer’s company must directly or indirectly hold at least 10% of the issuing company’s capital.

–at least 50% of the employer’s company capital must be held, directly or indirectly, by a company which holds at least 50% of the issuing company’s capital.

2 The French tax authorities have indicated that a payment not exceeding 5% of the fair market value of the shares on the date of grant could be considered as symbolic.

6.Minimum period before the end of which Shares cannot be delivered

The Shares underlying the Awards shall not be delivered to the Participant before the end of a minimum one-year period beginning on the date of grant of the Award, except in the event of death as described below in Section 9 and in the event of Disability as described in Section 10.

In the event the Vesting Date occurs before the first anniversary of the date of grant of the Award, the delivery of the Shares will be compulsorily and automatically deferred to the first anniversary of the date of grant of the Award, except in the event of death and Disability in which event the provision of Section 9 and Section 10 shall apply.

7.No shareholder’s rights

Participants shall have none of the shareholder’s rights over the shares underlying the Restricted Share Units granted (and notably not the right to vote and to dividends) until the Shares are delivered to them.

8.Restrictions on sale or transfer of the ownership of the shares

8.1.Minimum Holding Period

Once definitively delivered, Shares are not subject to any sale restriction and can be disposed of immediately.

However, if the shares have been delivered to the Participant less than two years after the date of grant, the shares must be held by the Participant until the second anniversary of the date of grant except in the case of any event provided for under French law as an exception to this minimum Holding Period, notably in the event of death and Disability as described below in Sections 9 and 10, or in the event of exchange of Shares as described below in Section 8.4.

Until the end of the Holding Period, when applicable, if the Participant breaches the sale restriction set forth above, such transfer of property of the Shares shall be null and void and Accenture plc, its broker or registrar shall not register such transfer in Accenture plc’s books.

8.2.Closed periods

Once definitively delivered, Shares may not be disposed of within the periods as set forth in Article

L. 225-197-1, I of the French Commercial Code3.

3 These periods are currently the following:

(i)The period of ten stock exchange trading sessions preceding and three stock exchange trading sessions following the date on which the consolidated financial statements, or failing that, the annual accounts, are published;

(ii)The period between the date on which the corporate management of Accenture plc becomes aware of information, which, if published, might have a significant effect on the price of the company’s shares, and the latest date of the ten stock exchange trading sessions following the date on which this information is published.

8.3.Exchange of Shares during the Holding Period

In the event of an exchange of Shares without net balancing cash adjustment resulting from a public offer, a merger, a spin-off, a stock-split or a reverse stock split operation performed during the Holding Period, such Holding Period remains applicable to the Shares received in exchange for the time period remaining at the date of the exchange4.

9.Death of the Participant

Notwithstanding any other provision of the Plan, in the event of death of a Participant unvested Awards shall immediately vest and his or her heirs are entitled to request, within six months as from the date of death, that the Shares underlying the Award granted to the Participant be delivered.

However, if the vesting of the Award is subject to the achievement of performance condition(s), the Committee can discretionarily decide that the Shares will only be delivered to the Participants if and upon such time as such condition(s) is (are) fulfilled.

Shares delivered pursuant to this Section 9 shall become immediately disposable.

10.Disability of the Participant

In the event of Disability of a Participant, unvested Awards shall immediately vest and the underlying Shares shall be immediately delivered to the Participant. Shares delivered pursuant to this Section 10 shall become immediately disposable.

However, if the vesting of the Award is subject to the achievement of performance condition(s), the Committee can discretionarily decide that the Shares will only be delivered to the Participants if and upon such time as such condition(s) is(are) fulfilled.

In the event of Disability of a Participant during the Holding Period, Shares delivered pursuant to this Section 10 to the Participant shall become immediately disposable.

11.Definitive delivery of Shares

Once delivered to the Participant (or to his or her heirs), the Shares are definitively delivered and cannot be cancelled or rescinded and the Participant cannot be forced to return the shares.

12.No Share withholding

Notwithstanding any other provision of the Plan, the Company or its Subsidiaries and Affiliates shall not be entitled or authorized to withhold Shares delivered to the Participant to meet any liability to taxation or social security contributions due in respect of Awards until the end of the

4 Additionally, if the shares are brought to a company or an investment trust whose capital exclusively consist of shares or equities derivatives giving a right to access to share capital issued by the company or an affiliated company as defined at article L. 225- 197-2 of the French Commercial Code, the holding period remains applicable to the shares received in exchange of the contribution for the time period remaining at the date of the contribution.

Holding Period.

13.No adjustment of Awards

Notwithstanding any other provision of the Plan, the number of Awards granted as well as the number of Shares to be delivered shall not be modified or adjusted, except:

•In cases which would be authorized or rendered compulsory under French law. Currently, article L. 225-197-1 III of the French Commercial Code provides that shares can be exchanged without net balancing cash adjustment in the event of a merger or spin-off operation performed before the delivery of the Shares to the Participant.

•In the event of operations performed on the share capital of the Company before the delivery of the Shares; in which cases the Committee is authorized to adjust the number of Shares to be delivered but only in order to protect the rights of the Participant and to guarantee the neutrality of such operations.

14.Changes to the Plan

The Committee may at any time amend or terminate the 2015 French Restricted Share Units Plan. However, if the amendments are not permitted by French law and notably French legislation applicable to Restricted Share Units as set forth, in Articles L. 225-197-1 to L. 225-197-6 of the French Commercial Code, such amendments shall not apply to Restricted Share Units previously granted.

15.Severability

The terms and conditions provided in the 2015 French Restricted Share Units Plan are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable under French law, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Subplan approved by the Compensation Committee of the Board (corporate body of Accenture plc empowered to do so according to applicable corporate law) on December 4, 2015.

EX-10.3

Exhibit 10.3

ACCENTURE PLC

AMENDED AND RESTATED 2010 SHARE INCENTIVE PLAN

RESTRICTED SHARE UNIT AGREEMENT

FOR THE 2015 FRENCH RESTRICTED SHARE UNIT PLAN

(Key Executive Performance Share Program – 2019)

Terms and Conditions

This Agreement (as defined below) is between Accenture plc (the “Company” or “Accenture”) and the Participant.

WHEREAS, the Participant acknowledges and agrees that in the course of Participant’s association with the Company and its Affiliates (the “Constituent Companies”), the Participant has been, and will be, provided with access to Confidential Information;

WHEREAS, the Participant acknowledges and agrees that in the course of Participant’s association with the Constituent Companies, the Participant has been, and will be, provided with access to Trade Secrets in accordance with protocols and procedures that the Participant expressly acknowledges were appropriate to protect such Trade Secrets;

WHEREAS, the Participant acknowledges and agrees that in the course of Participant’s association with the Constituent Companies, the Participant may, directly or indirectly, solicit or assist in soliciting clients or prospective clients of the Company and its Affiliates;

WHEREAS, the Participant acknowledges and agrees that such Confidential Information, Trade Secrets, and client or prospective client relationships of the Constituent Companies, as well as investments by the Constituent Companies in the training, skills, capabilities, knowledge and experience of their employees are extremely valuable assets, and that the Constituent Companies have invested and will continue to invest substantial time, effort and expense to develop Confidential Information, Trade Secrets, client or prospective client relationships, and the training, skills, capabilities, knowledge and experience of their employees, and which the Constituent Companies have taken all reasonable steps to protect;

WHEREAS, the Participant acknowledges and agrees that the terms and conditions set forth in this Agreement are reasonable, fair, and necessary to protect the Constituent Companies’ legitimate business interests as described in the foregoing recital clauses; and

WHEREAS, the Participant acknowledges and agrees that the restricted share units (“RSUs”) granted pursuant to Section 1 are good and valuable consideration for, and conditioned upon, the Participant’s full compliance with the terms and conditions set forth in this Agreement, and that the Participant would forfeit such RSUs pursuant to Section 6 in the event the Participant were to engage in any of the activities defined in Section 6(c).

NOW, THEREFORE, for such good and valuable consideration, the Participant hereby covenants and agrees to the following terms and conditions, including, but not limited to, the provisions set forth in Sections 6(b) and 6(c), all of which the Participant acknowledges and

agrees are reasonably designed to protect the legitimate business interests of the Constituent Companies and which will not unreasonably affect the Participant’s professional opportunities following termination of Participant’s association with the Constituent Companies.

The Company hereby grants, as of 1 January 2019, the number of RSUs as set forth in the Essential Grant Terms (as defined below) to the Participant on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms of the Amended and Restated Accenture plc 2010 Share Incentive Plan (the “Plan”) as amended by the subplan for Restricted Share Units in France (the “Subplan” and, together with the Plan, collectively, the “2015 French Restricted Share Unit Plan”), which 2015 French Restricted Share Unit Plan, as amended from time to time, is incorporated herein by reference and made a part of this Agreement (as defined below). Each RSU represents the unfunded, unsecured right of the Participant to receive and retain a Share on the date(s) specified herein, subject to the conditions specified herein. Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the 2015 French Restricted Share Unit Plan.

This grant of RSUs is subject to the Key Executive Performance Share Program Essential Grant Terms (the “Essential Grant Terms”) displayed electronically on the “Grant Agreement & Essential Grant Terms” page of the myHoldings website (https://myholdings.accenture.com) and the Supplemental Restricted Share Unit Agreement for the 2015 French Restricted Share Unit Agreement Terms and Conditions, which together constitute the Key Executive Performance Share Program Restricted Share Unit Agreement (the “Agreement”).

1.Performance-Based Vesting.

(a) Performance Period. The RSUs shall vest, if at all, based upon the attainment of specific pre-established financial performance objectives (the “Performance Objectives”) by the Company for the period commencing on 1 September 2018 and ending on 31 August 2021 (the “Performance Period”), as set forth in this Section 1.

(b) Service Relationship. Except as provided in Section 2(a), RSUs that are unvested as of the termination of the Participant’s full-time employment status with any of the Constituent Companies (such employment hereinafter referred to as “Qualified Status”) shall be immediately forfeited as of such termination and the Company shall have no further obligations with respect thereto.

(c) Total Shareholder Return.

(i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto.

(ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the Comparison Companies shall mean the quotient of (A) the Fair Market Value of the stock of the particular company or index on 31 August 2021, divided by (B) the Fair Market

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Value of the stock of such company or index on 1 September 2018. For purposes of calculating a company’s Total Shareholder Return, the Fair Market Value of the stock of any company on 31 August 2021 shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period as follows: the Fair Market Value of the stock of the company on 31 August 2021 shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend.

(iii) If at any time prior to the completion of the Performance Period, a Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of or spins off a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee, the Committee, in its sole discretion, may remove such Comparison Company, ratably adjust the calculation of the Total Shareholder Return with respect to such Comparison Company, include any applicable successor entity or spun off entity as a new Comparison Company, determine the extent to which any distribution in kind should be valued for purposes of calculating Total Shareholder Return or make such other appropriate adjustments as determined by the Committee.

(iv) For purposes of this Agreement: (i) “Comparison Companies” shall mean Aon plc (AON), Automatic Data Processing, Inc. (ADP), Cap Gemini S.A. (CAP), Cisco Systems, Inc. (CSCO), Cognizant Technology Solutions Corporation (CTSH), DXC Technology Company (DXC), General Dynamics Corporation (GD), Hewlett Packard Enterprise Company (HPE), Infosys Limited (INFY), Intel Corporation (INTC), International Business Machines Corporation (IBM), Marsh & McLennan Companies, Inc. (MMC), Microsoft Corporation (MSFT), Oracle Corporation (ORCL), SAP SE (SAP) and the S&P 500 Total Return Index (SPX); and (ii) the “Fair Market Value” of (A) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (B) for the S&P 500 Total Return Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Total Return Index is not reported in the Wall Street Journal, in such other reliable source as the Company may determine), in each case for the ten (10) consecutive trading days immediately preceding such date.

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(d) Operating Income Growth Rate. Up to seventy-five percent (75%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the achievement of operating income targets by the Company for the Performance Period, as set forth on Exhibit 1-B hereto. For purposes of this Agreement:

“Target Cumulative Operating Income” shall mean the aggregate of the “Operating Income Plan,” as approved by the Committee, for each of the Company’s three fiscal years during the Performance Period. Within a reasonable period following the availability of all relevant data (as determined by the Committee in its sole discretion), the Committee will approve an operating income plan for the purposes of the Key Executive Performance Share Program for each applicable fiscal year during the Performance Period (each an “Operating Income Plan”).

“Actual Cumulative Operating Income” shall mean the aggregate of the Company’s actual operating income for the Company’s three fiscal years during the Performance Period, as determined from the Company’s final, audited financial statements for such fiscal years.

In the event that, as determined in the sole discretion of the Committee and due to a required change in generally accepted accounting practices, a change in the accounting methods of the Company or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), Actual Cumulative Operating Income determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine Actual Cumulative Operating Income for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal periods in which the applicable Operating Income Plan did not account for the occurrence of the Material Event.

(e) Certification. No RSUs granted to the Participant hereunder shall vest in accordance with Sections 1(c) or (d) unless and until the Committee makes a certification in writing with respect to the achievement of the Performance Objectives for the Performance Period. Following the end of the Performance Period, the Committee shall review and determine whether the Performance Objectives have been met within a reasonable period following the availability of all data necessary to determine whether the Performance Objectives have been achieved, and not later than 31 December 2021, shall certify such finding to the Company and to the Participant.

2.Termination of Employment.

(a) Termination as a result of death, Disability, or Involuntary Termination; Specified Age Attainment. Notwithstanding anything in Section 1 to the contrary, the RSUs granted hereunder shall vest upon the termination of the Participant’s Qualified Status as a result of death, Disability (as defined below), Involuntary Termination (as defined below) or if the Participant’s Qualified Status has terminated as a result of voluntary termination before the end of the Performance Period and Participant has attained a certain age, all as follows:

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(i) Termination as a result of death or Disability. In the event the Participant’s Qualified Status is terminated during the Performance Period as a result of death or Disability, the RSUs granted to the Participant hereunder shall remain outstanding throughout the Performance Period and until the Vesting Date (as defined below) and shall vest, if at all, on the Vesting Date in accordance with Sections 1(c) or (d). In addition, in the event the Participant’s Qualified Status is terminated during the Performance Period as a result of death, the Participant’s heirs must made a request to receive the vested Shares within 6 months as from the date of death.

(ii) Involuntary Termination. In the event the Participant’s Qualified Status is terminated during the Performance Period due to an Involuntary Termination, the RSUs granted to the Participant hereunder shall remain outstanding throughout the Performance Period and until the Vesting Date. On the Vesting Date, the Participant shall vest in the number of RSUs granted hereunder equal to the product of (i) the aggregate number of RSUs that would otherwise vest on the Vesting Date in accordance with Sections 1(c) or (d), multiplied by (ii) a fraction, the numerator of which is the whole number of months that have elapsed from the commencement of the Performance Period through the effective date of the Participant’s Involuntary Termination or the last day of the Performance Period (whichever is earlier) and the denominator of which is thirty-six (36).

(iii) Specified Age Attainment. In the event the Participant’s Qualified Status is terminated as a result of the Participant’s voluntary termination of employment during the Performance Period and (i) the Participant has reached the age of 50 prior to the effective date of the termination of the Participant’s Qualified Status and the end of the Performance Period and (ii) has had at least 15 years of continuous service to the Company immediately preceding the effective date of the termination, the RSUs granted to the Participant hereunder shall remain outstanding throughout the Performance Period until the Vesting Date. On the Vesting Date, the Participant shall vest in the number of RSUs granted hereunder equal to the product of (i) the aggregate number of RSUs that would otherwise vest upon the Vesting Date in accordance with Sections 1(c) or (d), multiplied by (ii) a fraction, the numerator of which is the whole number of months that have elapsed from the commencement of the Performance Period through the effective date of the termination of the Participant’s Qualified Status or the last day of the Performance Period (whichever is earlier) and the denominator of which is thirty-six (36).

(b) Termination for reasons other than death, Disability, Involuntary Termination or Specified Age Attainment. In the event the Participant’s Qualified Status is terminated during the Performance Period for any reason other than death, Disability, Involuntary Termination, except as set forth in Section 2(a)(iii) above, the RSUs granted hereunder shall be immediately forfeited as of such termination and the Company shall have no further obligation with respect thereto.

(c) Definitions. For purposes of this Agreement, the following terms shall have the meaning specified below:

(i) “Cause” shall mean “cause” as defined in any employment or consultancy agreement (or similar agreement) or in any letter of appointment then in effect between the Participant and the Company or any Affiliate or if not defined therein (it being the intent that the definition of

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“Cause” shall include, at a minimum, the acts set forth below), or if there shall be no such agreement, to the extent legally permissible, (a) the Participant’s embezzlement, misappropriation of corporate funds, or other material acts of dishonesty, (b) the Participant’s commission or conviction of any felony, or of any misdemeanor involving moral turpitude, or entry of a plea of guilty or nolo contendere to any felony or misdemeanor, (c) engagement in any activity that the Participant knows or should know could harm the business or reputation of the Company or an Affiliate, (d) the Participant’s material failure to adhere to the Company’s or an Affiliate’s corporate codes, policies or procedures as in effect from time to time, (e) the Participant’s continued and material failure to meet minimum performance standards as determined by the Company or an Affiliate, (f) the Participant’s violation of any statutory, contractual, or common law duty or obligation to the Company or an Affiliate, including, without limitation, the duty of loyalty, or (g) the Participant’s material breach of any confidentiality or non-competition covenant entered into between the Participant and the Company or an Affiliate, including, without limitation, the covenants contained in this Agreement. The determination of the existence of Cause shall be made by the Company in good faith, which determination shall be conclusive for purposes of this Agreement.

(ii) “Disability” shall mean a termination which results from a determination of “disability” (“constat d’inaptitute”) as that term is defined by French law (article L 341-4 of the French Social Security Code).

(iii) “Involuntary Termination” shall mean termination of Qualified Status, as applicable, by or with the agreement of the employing Constituent Company (other than for Cause) which is not voluntary and which is acknowledged as being “involuntary” in writing by an authorized officer of the Company. A resignation, retirement or other termination of Qualified Status by the Participant, is not an Involuntary Termination.

(iv) “Vesting Date” shall mean the date the Committee certifies the achievement of the Performance Objectives pursuant to paragraph 1(e) above.

3.Form and Timing of Issuance or Transfer.

(a) Vested RSUs. The Company shall issue or cause there to be transferred to the Participant that number of Shares as determined by the Committee pursuant to Section 1(e) hereof to have vested under this RSU award.

(b) Distribution Date. Shares, if any, shall be distributed to the Participant in the manner set forth in Section 3(a) on the date the Committee makes a certification in writing with respect to the achievement of the Performance Objectives for the Performance Period as provided in Section 1(e).

(c) Transfers Outside of France. Notwithstanding any other provision of this Agreement, the Company may take any other action as it deems necessary or advisable for the purpose of complying with any applicable laws and regulations in connection with such transfer.

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4.Adjustments Upon Certain Events. In accordance with the 2015 French Restricted Share Unit Plan, the number of Awards granted as well as the number of Shares to be delivered shall not be modified or adjusted, except:

    (a) In cases which would be authorized or rendered compulsory under French law. Currently, article L. 225-197-1 III of the French Commercial Code provides that shares can be exchanged without net balancing cash adjustment in the event of a merger or spin-off operation performed before the delivery of the Shares to the Participant.

    (b) In the event of operations performed on the share capital of the Company before the delivery of the Shares; in which cases the Committee is authorized to adjust the number of Shares to be delivered but only in order to protect the rights of the Participant and to guarantee the neutrality of such operations.

5.Dividends. If on any date while RSUs are outstanding hereunder the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of RSUs granted to the Participant shall, as of such dividend payment date, be increased by a number of RSUs equal to: (a) the product of (x) the number of RSUs held by the Participant as of the related dividend record date, multiplied by (y) the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash, the per Share value of such dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a Share on the payment date of such dividend. In the case of any dividend declared on Shares that is payable in the form of Shares, the number of RSUs granted to the Participant shall be increased by a number equal to the product of (a) the aggregate number of RSUs held by the Participant through the related dividend record date, multiplied by (b) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Any additional RSUs granted pursuant to this Section 5 (“Additional RSUs”) shall be subject to the terms and conditions contained in Appendix C.

6. Compliance, Cancellation and Rescission of Shares.

(a) Upon any transfer or issuance of Shares underlying RSUs, the Participant shall certify in a manner acceptable to the Company that the Participant is in compliance with the terms and conditions of this Agreement and the 2015 French Restricted Share Unit Plan.

(b) In the event that (i) the Participant engages in any activity that could serve as a basis for the termination of the Participant’s Qualified Status for Cause, (ii) the Participant’s Qualified Status with any of the Constituent Companies is terminated for Cause, or (iii) the Participant engages in any of the activities defined in subsection (c) below, the Participant shall, to the extent legally permitted under French law, transfer to the Company the Shares that have been issued or transferred under this Agreement (as adjusted based on Section 4 above) and without regard to whether the Participant continues to own or control such previously delivered Shares and the Participant shall bear all costs of issuance or transfer, including any transfer taxes that may be payable in connection with any transfer. Upon a showing satisfactory to the Company by Participant that the forfeiture provided for in this Section 6 exceeds the value of the actual benefits received by the Participant (as measured by the gross proceeds the Participant received

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upon the sale of the Shares), the forfeiture required under this Section 6 shall be limited to such actual benefit received by the Participant. Upon receiving a demand from the Company to transfer Shares to the Company pursuant to this subsection, the Participant shall effect the transfer of Shares to the Company by no later than ten (10) business days from the date of the Company’s demand. For the avoidance of doubt, if the Participant holds the position of Senior Managing Director or above (or any comparable level of seniority) and engages in any of the activity set forth in subsection (c)(i), the Company may require the Participant, to the extent legally permitted, to transfer to the Company up to a number of Shares equal to the number of Shares that have been issued or transferred under this Agreement (as adjusted based on Section 4 above), as well as a number of Shares that have been issued or transferred under any prior agreement between the Company and the Participant. Similarly, in the event that (i) the Participant engages in any activity that could serve as a basis for the termination of the Participant’s Qualified Status for Cause or (ii) the Participant engages in any of the activities defined in subsection (c) below, in either case at any time prior to the date that any Shares underlying RSUs granted under this Agreement have been issued or transferred, the RSUs granted hereunder (both vested and unvested) shall be forfeited immediately.

(c) In the event Participant engages in any of the activities defined in this subsection, Participant agrees to transfer Shares to the Company in accordance with any demand received from the Company for the transfer of Shares under subsection 6(b) above and/or that his or her award of RSUs will be forfeited in its entirety, as applicable:

(i) if the Participant’s employment with any of the Constituent Companies terminates while the Participant holds the position of Senior Managing Director or above (or any comparable level of seniority), the Participant shall not, for a period of twelve months following the termination of the Participant’s employment with any of the Constituent Companies, in competition with any Restricted Business, associate (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise) with any Competitive Enterprise or any of the affiliates, related entities, successors, or assigns of any Competitive Enterprise; provided, however, that with respect to the equity of any Competitive Enterprise which is or becomes publicly traded, the Participant’s ownership as a passive investor of less than one percent (1%) of the outstanding publicly traded stock of a Competitive Enterprise shall not be deemed a violation of this subsection 6(c)(i);

(ii) the Participant shall not, for a period of twelve months following the termination of the Participant’s employment with the Constituent Companies, directly or indirectly (A) solicit, or assist any other individual, person, firm or other entity in soliciting, any Restricted Client or Restricted Prospective Client for the purpose of performing or providing any Relevant Services; (B) perform or provide, or assist any other individual, person, firm or other entity in performing or providing, Relevant Services for any Restricted Client or Restricted Prospective Client; or (C) interfere with or damage (or attempt to interfere with or damage) any relationship and/or agreement between the Company or any Affiliates and a Restricted Client or Restricted Prospective Client;

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(iii) the Participant shall not, for a period of twelve months following the termination of the Participant’s employment with the Constituent Companies, directly or indirectly, solicit, employ or retain, or assist any other individual, person, firm or other entity in soliciting, employing or retaining, any employee or other agent of the Company or an Affiliate, (A) with whom the Participant has had material dealings; (B) from whom, or as a result of contact with whom, the Participant has obtained Confidential Information or Trade Secrets; or (C) whom the Participant has supervised on a client or prospective client engagement, in the twenty-four months preceding the termination of the Participant’s Qualified Status with the Constituent Companies; or

(iv) the Participant shall not, unless the Participant has received the prior written consent of the Company or its Affiliates or is otherwise required by law, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disseminate, divulge, disclose, reveal, share, provide access to, reproduce, copy, distribute, publish, appropriate, or otherwise communicate any Confidential Information or Trade Secrets at any time following the termination of the Participant’s employment with the relevant Constituent Company. If the Participant is requested or required pursuant to any legal, governmental or investigatory proceeding or process or otherwise, to disclose any Confidential Information or Trade Secrets, the Participant shall promptly notify the Company in writing so that the Company may seek a protective order or other appropriate remedy, or, if it chooses, waive compliance with the applicable provision of this Agreement. The Participant’s obligation of non-disclosure as set forth herein shall continue for so long as such item continues to constitute Confidential Information. Notwithstanding the foregoing, if the Participant makes a confidential disclosure of a Trade Secret or other Confidential Information to a government official or an attorney for the sole purpose of reporting or investigating a suspected violation of law, or in a court filing under seal, the Participant shall not be held liable under this Agreement or under any federal or state trade secret law for such a disclosure. Additionally, if the Participant files a lawsuit in the United States for retaliation by the Company for reporting a suspected violation of the law, the Participant may disclose Trade Secret information to the Participant’s attorney, and can use the Trade Secret information in sealed filings in the court proceeding, or pursuant to a court order, as long as the Participant does not otherwise disclose the Trade Secret.

(d) In the event that (i) the Participant’s Qualified Status with any of the Constituent Companies is terminated for Cause, or (ii) the Participant engages in any of the activities defined in subsection (c) above, the Company’s remedy shall be limited to the recovery of Shares as set forth in subsection (b) above; provided, however, that nothing in this Agreement is intended to or should be interpreted as diminishing any rights and remedies that Affiliates may have, at law or equity, related to investments by the Constituent Companies in Confidential Information, Trade Secrets, clients and prospective client relationships, and the training, skills, capabilities, knowledge and experience of employees, including, but not limited to, any rights and remedies set forth in the Participant’s employment agreement, confidentiality agreement, intellectual property agreement, restrictive covenant agreement, or any other agreement entered into between the Participant and an Affiliate of the Company.

(e) For purposes of this Agreement:

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(i) “Alliance Entity” shall mean any Legal Entity with whom the Company and/or any Affiliate has entered into an alliance agreement, joint venture agreement or any other legally binding go-to-market agreement, resale agreement or any agreement to combine offerings, products and/or services, or (without limiting the foregoing) any Legal Entity in which Accenture and/or any Affiliate has an interest, whether or not a Controlling Interest; provided always that the term “Alliance Entity” shall not include: (A) any Competitive Enterprise, (B) any contractor and/or sub-contractor of Accenture and/or any Affiliate, and/or (C) any sales, buying and/or marketing agent of Accenture.

(ii) “Competitive Enterprise” shall mean a business enterprise that engages in, or owns or controls a significant interest in any entity that engages in, the performance of services of the type provided by the Company, its Affiliates and/or their predecessors. “Competitive Enterprise” shall include, but not be limited to, the entities set forth on the list maintained by the Company on the myHoldings website, which list may be updated by the Company from time to time.

(iii) “Confidential Information” shall include: (A) lists and databases of the Company’s or any Affiliate’s clients, including names of clients; (B) lists and databases of prospective clients whom the Company or any Affiliate has taken material steps to win business from; (C) confidential details of the Company’s and Affiliates’ or any of their clients’ or suppliers’ products and services; (D) commercial or technical information of the Company or any Affiliate or any other Knowledge Capital; (E) financial information and plans of the Company or any Affiliate; (F) prices/pricing structures/hourly rates of the Company or any Affiliates, including any discounts, terms of credit and preferential terms, costs and accounting; (G) lists and databases of the Company’s or any Affiliate’s suppliers; (H) any personal data belonging to the Company or any Affiliate or any client or business associate, affiliate or employee or contractor of the Company or its Affiliates; (I) terms of the Company’s or any Affiliate’s business with clients, suppliers and Alliance Entities; (J) lists and databases of the Company’s or any Affiliate’s employees, officers and contractors; (K) details of employees, officers and contractors of the Company or any Affiliate, including but not limited to their remuneration packages and terms of employment/engagement; (L) object or source codes and computer software; (M) any proposals relating to the acquisition or disposal of a company or business or any part thereof; (N) details of responses by the Company or any Affiliate to any request for proposal or tender for work (whether competitive or not), and of any contract negotiations; (O) intellectual property rights owned by or licensed to the Company or its Affiliates or any of their clients or suppliers; (P) any Company or Affiliate document marked as “confidential” (or with a similar expression), or any information or document which the Participant has been told is confidential or which the Participant might reasonably expect the Company or an Affiliate or client or supplier or the relevant discloser would regard as confidential; (Q) any information which has been given to the Company or any Affiliate in confidence by clients, suppliers or other third parties; (R) any of the foregoing which belongs, or which otherwise relates, to any past or present Alliance Entity or to any Legal Entity that Accenture or any Affiliate intends to make an Alliance Entity; and (S) details of any agreement, arrangement or otherwise (whether formal or informal) that the Company or any Affiliate has entered into with any Alliance Entity.

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(iv) “Controlling Interest” shall mean (A) ownership by a Legal Entity of at least a majority of the voting interest of another Legal Entity or (B) the right or ability of such Legal Entity, whether directly or indirectly, to direct the affairs of another by means of ownership, contract, or otherwise.

(v) “Knowledge Capital” shall mean any reports, documents, templates, studies, software programs, delivery methods, specifications, business methods, tools, methodologies, inventions, processes, techniques, analytical frameworks, algorithms, know how and/or any other work product and materials, proprietary to the Company and/or any Affiliate which is used by the Company and/or any Affiliate to perform services for its or their clients.

(vi) “Legal Entity” shall mean any body corporate, branch partnership, joint venture or unincorporated association or other organization carrying on a trade or other activity with or without a view to profit.

(vii) “Relevant Services” shall mean the performance of any services of the type provided by the Company, its Affiliates and/or their predecessors at any time, past, present or future, including but not limited to, consulting services, technology services, and/or outsourcing services.

(viii) “Restricted Business” shall mean the business of any of the Constituent Companies (A) in respect of whom the Participant holds Confidential Information or Trade Secrets at the time of the termination of Qualified Status with the Constituent Companies or (B) to which business the Participant has provided services, has been materially concerned or has been responsible in the twenty-four months preceding the termination of the Participant’s Qualified Status with the Constituent Companies.

(ix) “Restricted Client” shall mean any person, firm, corporation or other organization to whom the Participant directly or indirectly performed or assisted in performing Relevant Services, or with which the Participant otherwise had material contact, or about which the Participant learned Confidential Information or Trade Secrets, within the twenty-four months prior to the date on which the Participant’s Qualified Status with the Constituent Companies terminated.

(x) “Restricted Prospective Client” shall mean any person, firm, corporation, or other organization with which the Participant directly or indirectly had any negotiations or discussions regarding the possible performance of services by the Company, or about which the Participant learned Confidential Information or Trade Secrets within the twelve months prior to the date of the termination of the Participant’s Qualified Status with the Constituent Companies.

(xi) “Solicit” shall mean to have any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.

(xii) “Trade Secrets” shall include information relating to the Company and its Affiliates, and their respective clients, prospective clients or Alliance Entities, that is protectable as a trade

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secret under applicable law, including, without limitation, and without regard to form: technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, business and strategic plans, product plans, source code, software, unpublished patent applications, customer proposals or pricing information or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(f) If, during the twelve-month period following the termination of the Participant’s employment with the Constituent Companies, the Participant is presented with an opportunity that might involve participation in any of the activities defined in Section 6(c) above, the Participant shall notify the Company in writing of the nature of the opportunity (the “Conflicting Activity”). Following receipt of sufficient information concerning the Conflicting Activity, the Company will advise the Participant in writing whether the Company considers the Participant’s RSUs to be subject to Section 6(b)(ii) above. The Company retains sole discretion to determine whether the Participant’s RSUs are subject to Section 6(b)(ii) and to alter its determination should additional or different facts become known to the Company.

7.Collateral Agreements.As a condition to the issuance or transfer of the Shares underlying the RSUs granted hereunder, the Participant shall, to the degree reasonably required by the Company, (a) execute and return to the Company a counterpart of this Agreement (or, if acceptable to the Company, acknowledge receipt and agreement of the terms of this Agreement electronically), all in accordance with the instructions provided by the Company and (b) to the extent required by the Company, either (i) execute and return an employment agreement, a consultancy agreement, a letter of appointment and/or an intellectual property agreement, in form and substance satisfactory to the Company, or (ii) provide evidence satisfactory to the Company that the agreements referenced in clause (i) have been previously executed by the Participant.

8.Nature of Grant. In accepting the grant, the Participant acknowledges, understands and agrees that:

(a) the 2015 French Restricted Share Unit Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Board at any time except that a modification which could impact on the participant’s rights or entitlements would be subject to French legal requirements;

(b) the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs (whether on the same or different terms), or benefits in lieu of RSUs, even if RSUs have been granted in the past;

(c) all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Committee, including, but not limited to, the form and timing of the grant, the number of Shares subject to the grant, and the vesting provisions applicable to the grant;

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(d) the RSU grant and the Participant’s participation in the 2015 French Restricted Share Unit Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any Constituent Company and shall not interfere with the ability of the Company, or Constituent Company, as applicable, to terminate Participant’s employment or service relationship;

(e) the Participant is voluntarily participating in the 2015 French Restricted Share Unit Plan;

(f) Shares will be issued to the Participant only if the vesting conditions are met and any necessary services are rendered by the Participant over the vesting period;

(g) the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation;

(h) the RSUs and the Shares subject to the RSUs, and the income and value thereof, are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and is not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(i) the future value of the Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty;

(j) no claim or entitlement to compensation or damages shall arise from forfeiture of RSUs resulting from the Participant ceasing to be employed or otherwise providing services to the Company or Constituent Company;

(k) unless otherwise provided herein, in the 2015 French Restricted Share Unit Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and

(l) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that neither the Company nor any Constituent Company shall be liable for any exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

9. No Rights of a Shareholder. The Participant shall not have any rights as a shareholder of the Company until the Shares in question have been registered in the Company’s register of shareholders.

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10.Unfunded Obligation; Unsecured Creditor. The RSUs granted hereunder are an unfunded obligation of the Company and no assets or shares of the Company shall be set segregated or earmarked by the Company in respect of any RSUs awarded hereunder. The RSUs granted hereunder shall be an unsecured obligation of the Company and the rights and interests of the Participant herein shall make him only a general, unsecured creditor of the Company.

11.Legend on Certificates. Any Shares issued or transferred to the Participant pursuant to Section 3 of this Agreement shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the 2015 French Restricted Share Unit Plan or the rules, regulations, and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which such Shares are listed, any applicable U.S. Federal or state laws or relevant securities laws of the jurisdiction of the domicile of the Participant or to ensure compliance with any additional transfer restrictions that may be in effect from time to time, and the Committee may cause a legend or legends to be put on any certificates representing such Shares to make appropriate reference to such restrictions.

12.Transferability Restrictions — RSUs/Underlying Shares.

(a) RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 12 shall be void and unenforceable against any Constituent Company.

(b) Except in the event of death, Disability and any further specific provision set out in the French Commercial Code with respect to a minimum holding period, from and after the definitive date of their release, none of the Shares issued or transferred pursuant hereto may be transferred or disposed of in any fashion until the second anniversary of the Grant Date.

(c) In addition, no Shares issued or transferred pursuant hereto may be transferred or disposed of within the periods as set forth in Article L. 225-197-1, I of the French Commercial Code, as the same may be amended, modified or replaced while the Participant holds such Shares. Such periods are initially:

(i) the ten trading days on the New York Stock Exchange (or such other principal exchange on which the Shares may then be traded) (“Trading Days”) preceding and the three Trading Days following the date on which the Company’s consolidated financial statements are published or, if no such financial statements are published, the annual accounts, are published; and

(ii) at all times management of the Company is aware of non-public information, which, if published, might have a significant effect on the price of the Shares, and the ten Trading Days following the publication of such information.

(d) Any Shares issued or transferred to the Participant shall be subject to compliance by the Participant with such policies as the Committee or the Company may deem advisable from time

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to time, including, without limitation, any policies relating to minimum executive employee share ownership requirements. Such policies shall be binding upon the permitted respective legatees, legal representatives, successors and assigns of the Participant. The Company shall give notice of any such additional or modified terms and restrictions applicable to Shares delivered or deliverable under this Agreement to the holder of the RSUs and/or the Shares so delivered, as appropriate, pursuant to the provisions of Section 13 or, if a valid address does not appear to exist in the personnel records, to the last address known by the Company of such holder. Notice of any such changes may be provided electronically, including, without limitation, by publication of such changes to a central website to which any holder of the RSUs or Shares issued therefrom has access.

13. Notices. Any notice to be given under this Agreement shall be delivered personally, or sent by certified, registered or express mail, postage prepaid, addressed to the Company in care of its General Counsel at:

Accenture

161 N. Clark Street

Chicago, IL 60601

USA

Telecopy: +1 (312) 652-5619

Attn: General Counsel

(or, if different, the then current principal business address of the duly appointed General Counsel of the Company) and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

14. Tax Withholding.

    (a) Regardless of any action the Company or Constituent Company takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefit, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and Constituent Company (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the delivery or sale of any Shares acquired pursuant to the RSUs and the issuance of any dividends, and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.

    (b) To the extent that the grant or vesting of the RSUs, the delivery of Shares acquired pursuant to the RSUs or the issuance of dividends results in a withholding obligation for Tax-Related Items, unless otherwise specifically approved and directed by the Committee, the Participant authorizes the Company, Constituent Company or agent of the Company or

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Constituent Company to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Constituent Company; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent). If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

    (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. The Company shall repay any excess amounts due to the Participant within, where administratively feasible, thirty (30) days of withholding.

    (d) The Participant agrees to pay to the Company or Constituent Company, any amount of Tax-Related Items that the Company or Constituent Company may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares, or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

    (e) The Participant hereby acknowledges that he or she will not be entitled to any interest or appreciation on Shares sold to satisfy the tax withholding requirements (including with respect to any amounts withheld in excess of the Participant’s tax liability).

(f) If the Participant is not a French tax resident at the time the Participant sells Shares acquired pursuant to the RSUs, the Participant agrees to promptly notify the Company or Constituent Company of, and provide details regarding, such sale.  Further, the Participant authorizes the Company and/or Constituent Company to collect the French income tax liability resulting from such sale (including a sale of Shares to the Company), as determined by the Company or Constituent Company, in its sole discretion, through one or more of the withholding methods identified in paragraph (b) above.  If such French income tax liability is not collected through such withholding method(s), the Participant agrees to promptly pay to the Company or Constituent Company such amount upon request.

15. Choice of Law and Dispute Resolution.

    (a) THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

    (b) Subject to subsections (c) through (f), any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection

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with the validity, negotiation, execution, interpretation, performance or non-performance and/or termination of this Agreement and any amendment thereto (including without limitation the validity, scope and enforceability of this arbitration provision) (each a “Dispute”) shall be finally settled by arbitration conducted by a single arbitrator in New York, in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce (“ICC”), except that the parties may select an arbitrator who is a national of the same country as one of the parties. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the ICC shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. In the event of any arbitration between the parties, the Company shall consent to a request by the Participant to hold arbitral proceedings, including any evidentiary hearings, in the country in which the Participant principally conducts his/her business for the convenience of the parties and witnesses, it being understood, however, that the legal situs of the arbitration shall remain in New York. Each side will bear its own costs and attorneys’ fees.

    (c) Either party may bring an action or proceeding in any court having jurisdiction thereof for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and/or in support of the arbitration as permitted by any applicable arbitration law and, for the purposes of this subsection (c), each party expressly consents to the application of subsections (e) and (f) to any such suit, action or proceeding.

    (d) Judgment on any award(s) rendered by the tribunal may be entered in any court having jurisdiction thereof.

    (e) (i) Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Courts located in New York, United States for the purpose of any suit, action or proceeding brought in accordance with the provisions of subsection (c). The parties acknowledge that the forum designated by this subsection (e) has a reasonable relation to this Agreement, and to the parties’ relationship with one another.

    (ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to any right to assert personal jurisdiction in any other forum or to the laying of venue of any suit, action or proceeding brought in any court referred to in subsection (e)(i) pursuant to subsection (c) and such parties agree not to plead or claim the same, or to seekanti-suit relief or any other remedy to deny the arbitral jurisdiction referred to in subsection (b).

    (f) The parties agree that if a suit, action or proceeding is brought under subsection (c), proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and they irrevocably appoint the General Counsel of the Company, c/o Accenture, 161 N. Clark Street, Chicago, IL 60601 USA (or, if different, the then-current principal business address of the duly appointed General Counsel of the Company) as such party’s agent for service of process in connection with any such action or proceeding and agree that service of process upon such agent,

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who shall promptly advise such party of any such service of process, shall be deemed in every respect effective service of process upon the party in any such action or proceeding.

16. Severability. This Agreement shall be enforceable to the fullest extent allowed by law. In the event that a court or appointed arbitrator holds any provision of this Agreement to be invalid or unenforceable, then, if allowed by law, that provision shall be reduced, modified or otherwise conformed to the relevant law, judgment or determination to the degree necessary to render it valid and enforceable without affecting the rest of this Agreement. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be deemed severable from the remainder of this Agreement, and the remaining provisions contained in this Agreement shall be construed to preserve to the maximum permissible extent the intent and purposes of this Agreement. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

17. RSUs Subject to 2015 French Restricted Share Unit Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and of the Subplan. All RSUs are subject to the terms and conditions of the Plan applicable to the Restricted Share Units and to the terms and conditions of the Subplan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan and the Subplan, the applicable terms and provisions of the Subplan will govern and prevail.

18. Rule 16b-3.The grant of the RSUs to the Participant hereunder is intended to be exempt from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”) pursuant to Rule 16b-3 promulgated under the Exchange Act.

19. Signature in Counterparts.To the extent that this Agreement is manually signed, instead of electronically accepted by the Participant (if permitted by the Company), it may be signed in counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

20. Entire Agreement. This Agreement, including the Plan and the Subplan for the RSUs in France, constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and oral and written agreements of the parties with respect to the subject matter hereof. Participant acknowledges and agrees that this Agreement, including the Plan, and all prior RSU or other equity grant agreements between the Company and its assignor Accenture Ltd, on the one hand, and Participant, on the other, are separate from, and shall not be modified or superseded in any way by any other agreements, including employment agreements, entered into between Participant and the Company’s Affiliates.

21. Severability of Agreement.In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

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22. Administration; Consent.In order to manage compliance with the terms of this Agreement, Shares delivered pursuant to this Agreement may, at the sole discretion of the Company, be registered in the name of the nominee for the holder of the Shares and/or held in the custody of a custodian until otherwise determined by the Company. To that end, by acceptance of this Agreement, the holder hereby appoints the Company, with full power of substitution and resubstitution, his or her true and lawful attorney-in-fact to assign, endorse and register for transfer into such nominee’s name or deliver to such custodian any such Shares, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 22 as such person might or could do personally. It is understood and agreed by each holder of the Shares delivered under this Agreement that this appointment, empowerment and authorization may be exercised by the aforementioned persons with respect to all Shares delivered pursuant to this Agreement of such holder, and held of record by another person or entity, for the period beginning on the date hereof and ending on the later of the date this Agreement is terminated and the date that is ten years following the last date Shares are delivered pursuant to this Agreement. The form of the custody agreement and the identity of the custodian and/or nominee shall be as determined from time to time by the Company in its sole discretion. A holder of Shares delivered pursuant to this Agreement acknowledges and agrees that the Company may refuse to register the transfer of and enter stop transfer orders against the transfer of such Shares except for transfers deemed by it in its sole discretion to be in compliance with the terms of this Agreement. The Company reserves the right to impose other requirements on the RSUs, any Shares acquired pursuant to the RSUs and the Participant’s participation in the 2015 French Restricted Share Unit Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the RSUs and the 2015 French Restricted Share Unit Plan and to the extent that these requirements are not in contradiction with the terms of the Subplan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements, undertakings or additional documents that may be necessary to accomplish the foregoing. The Participant agrees to take such other actions as may be deemed reasonably necessary or desirable by the Company to effect the provisions of this Agreement, as in effect from time to time. Each holder of Shares delivered pursuant to this Agreement acknowledges and agrees that the Company may impose a legend on any document relating to Shares issued or issuable pursuant to this Agreement conspicuously referencing the restrictions applicable to such Shares.

23. Section 409A - Disability, Deferral Elections, Payments to Specified Employees, and Interpretation of Grant Terms. If the Participant is subject to income taxation on the income resulting from this Agreement under the laws of the United States, and the foregoing provisions of this Agreement would result in adverse tax consequences to the Participant, as determined by the Company, under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), then the following provisions shall apply and supersede the foregoing provisions to the extent permissible under the Subplan, notably in relation to the minimum Shares acquisition and holding periods:

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    (a) Deferral elections made by U.S. taxpayers are subject to Section 409A of the Code. The Company will use commercially reasonable efforts to not permit RSUs to be deferred, accelerated, released, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code. In the event that it is reasonably determined by the Company that, as a result of Section 409A of the Code, delivery of the Shares underlying the RSU award granted pursuant to this Agreement may not be made at the time contemplated by the terms of the RSU award or the Participant’s deferral election, as the case may be, without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such share delivery as soon as practicable on or following the first day that would not result in the Participant’s incurring any tax liability under Section 409A of the Code, and in any event, no later than the last day of the calendar year in which such first date occurs.

(b) If the Participant is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), deliveries of shares in respect of any RSUs subject to Section 409A of the Code that are linked to the date of the Participant’s separation from service shall not be made prior to the date which is six (6) months after the date of the Participant’s separation from service from the Company or any of its Affiliates, determined in accordance with Section 409A of the Code and the regulations promulgated thereunder.

(c) The Company shall use commercially reasonable efforts to avoid subjecting the Participant to any additional taxation under Section 409A of the Code as described herein; provided that neither the Company nor any of its employees, agents, directors or representatives shall have any liability to the Participant with respect to Section 409A of the Code.

24. Electronic Delivery. The Company may, in its sole discretion, deliver by electronic means any documents related to the RSUs or the Participant’s future participation in the 2015 French Restricted Share Unit Plan. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the 2015 French Restricted Share Unit Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

25. Use of English Language/Utilisation de la langue anglaise. By accepting the RSUs, the Participant acknowledges and agrees that this Agreement, the Plan, the Subplan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the grant of RSUs, will be drawn up in English. The Participant acknowledges that he or she understands and is able to speak English. En acceptant l’attribution d’actions gratuites (RSUs), le Participant reconnait et accepteque le Certificat d’Attribution, le Plan, le Sous-plan, ainsi que tous autres documents, avis donnés et autres documents juridiques, relatifs à l’attribution d’actions gratuites (RSUs), soient rédigés en anglais. Le Participant reconnait qu’il ou elle comprend et parle l’anglais.

26. Repatriation; Compliance with Law.If the Participant is resident or employed outside the United States, the Participant agrees to repatriate all payments attributable to the Shares acquired under the 2015 French Restricted Share Unit Plan in accordance with applicable foreign exchange rules and regulations in the Participant’s country of residence (and country of

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employment, if different). In addition, the Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and Constituent Companies, as may be required to allow the Company and Constituent Companies to comply with local laws, rules and/or regulations in the Participant’s country of residence (and country of employment, if different). Further, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of residence (and country of employment, if different).

27.Insider Trading / Market Abuse Laws. By participating in the 2015 French Restricted Share Unit Plan, the Participant agrees to comply with the Company’s policy on insider trading. The Participant further acknowledges that the Participant may be subject to local insider trading and/or market abuse laws and regulations that are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is the Participant’s personal responsibility to comply with any applicable restrictions, and that the Participant should consult the Participant’s personal advisor on this matter.

28. Appendix B. Notwithstanding any provision of this Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for the Participant’s jurisdiction of residence (and jurisdiction of employment, if different) as set forth in Appendix B to the Agreement, if applicable, which shall constitute part of this Agreement.

29. Recoupment.The RSUs granted under this Agreement, and any Shares issued in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant. By accepting the grant of RSUs under this Agreement the Participant agrees and consents to the Company’s application, implementation and enforcement of (a) the recoupment policy and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the 2015 French Restricted Share Unit Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company. To the extent that the terms of this Agreement and the recoupment policy conflict, the terms of the recoupment policy shall prevail.

30. Amendments.The rights and obligations under this Agreement and their enforceability are subject to local tax and foreign exchange laws and regulations and, in this sense, the terms and conditions contained herein may be amended at the sole discretion of the Company and/or the Committee in order to comply with any such laws and regulations.

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31. Data Protection. The Participant consents to the collection and processing (including international transfer) of personal data as set out in Appendix A for the purposes specified therein.

32. Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.

33. Electronic Signature. Participant acknowledges and agrees that by clicking the “Accept Grant Online” button on the “Grant Agreement & Essential Grant Terms” page of the myHoldings website (https://myholdings.accenture.com), it will act as the Participant’s electronic signature to this Agreement and will constitute Participant’s acceptance of and agreement with all of the terms and conditions of the RSUs, as set forth in this Agreement, the Essential Grant Terms, the Plan and the Subplan.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Date of Grant set forth on the attached Essential Grant Terms.

ACCENTURE PLC

         By:

Chad T. Jerdee

General Counsel and Chief Compliance Officer

[IF NOT ELECTRONICALLY ACCEPTED]

PARTICIPANT

_______________________________

Signature

_______________________________

Print Name    

_______________________________

Date    

_______________________________

Employee ID

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APPENDIX A

DATA PROTECTION PROVISION

(a)By participating in the 2015 French Restricted Share Unit Plan or accepting any rights granted under it, the Participant consents to and authorizes the collection, processing and transfer by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates for the purposes of fulfilling their obligations and exercising their rights under the 2015 French Restricted Share Unit Plan, issuing certificates (if any), statements and communications relating to the 2015 French Restricted Share Unit Plan and generally administering and managing the 2015 French Restricted Share Unit Plan, including keeping records of analysis of and reporting on participation levels and other information about the 2015 French Restricted Share Unit Plan from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant’s employer.

        This includes the following categories of data (“Data”):

(i)Data already held in the Participant’s records such as the Participant’s name and address, ID number, payroll number, length of service and whether the Participant works full-time or part time;

(ii)Data collected upon the Participant accepting the rights granted under the 2015 French Restricted Share Unit Plan (if applicable);

(iii)Data subsequently collected by the Company or any of its Affiliates in relation to the Participant’s continued participation in the 2015 French Restricted Share Unit Plan, for example, data about shares offered or received, purchased or sold under the 2015 French Restricted Share Unit Plan from time to time and other appropriate financial and other data about the Participant and his or her participation in the 2015 French Restricted Share Unit Plan (e.g., the date on which shares were granted, termination of employment and the reasons of termination of employment or retirement of the Participant); and

(iv)Other personal information about the Participant, including, but not limited to, telephone number, date of birth, social insurance number, tax identification number, resident registration number or other identification number, salary, nationality, job title or any other information necessary for implementing, administering, and managing the 2015 French Restricted Share Unit Plan.

(b)Access to the Participant’s personal Data within the Company will be limited to those employees who have a need to know the information for the purposes described in this Appendix A, which may include personnel in HR, IT, Compliance, Legal, Finance and Accounting, Corporate Investigations and Internal Audit.

(c)The Company and its Affiliates shall retain the Data of the Participant for as long as necessary for the above mentioned purposes. In particular:

•the Company retains the Participant’s Data during the term of the 2015 French Restricted Share Unit Plan;

•the Company retains the Participant’s Data where it is required to do so by a legal obligation to which it is subject;

•the Company retains the Participant’s Data where this is advisable to safeguard or improve the Company’s legal position (for instance in relation to statutes of limitations, litigation, or regulatory investigations).

(d)This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates. The Participant has the right to withdraw its consent at any time by contacting the Company’s data protection officer at dataprivacyofficer@accenture.com.

(e)In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and to the following third parties for the purposes described in paragraph (a) above:

(i)Plan administrators, auditors, brokers, agents and contractors of, and third party service providers to, the Company or its Affiliates such as printers and mail houses engaged to print or distribute notices or communications about the 2015 French Restricted Share Unit Plan;

(ii)regulators, tax authorities, stock or security exchanges and other supervisory, regulatory, governmental or public bodies as required by law or otherwise deemed necessary by the Company or its Affiliates;

(iii)actual or proposed merger partners or proposed assignees of, or those taking or proposing to take security over, the business or assets of the Company or its Affiliates and their agents and contractors;

(iv)other third parties to whom the Company or its Affiliates may need to communicate/transfer the data in connection with the administration of the 2015 French Restricted Share Unit Plan, under a duty of confidentiality to the Company and its Affiliates; and

(v)the Participant’s family members, physicians, heirs, legatees and others associated with the Participant in connection with the 2015 French Restricted Share Unit Plan.

Not all countries, where the personal data may be transferred to, have an equal level of data protection as in the EU or the European Economic Area. Countries to which data are

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transferred include the USA and Ireland and other locations where the Company and its Affiliates, as applicable, administer the 2015 French Restricted Share Unit Plan. The Company has internal policies to ensure an equivalent level of protection is in place across the Company’s worldwide organization. Any transfers of the Participant’s personal Data to other offices of the Company will be governed by the Company’s binding corporate rules (a copy of which can be found at https://www.accenture.com/t00010101T000000Z__w__/gb-en/_acnmedia/PDF-52/Accenture-Public-Facing-BCR-June-2017.pdf). Any international transfers of the Participant’s personal Data to third parties (including those outside the EEA), will be based on an adequacy decision or are governed by the standard contractual clauses (a copy of which can be obtained from dataprivacy@accenture.com).

All national and international transfer of personal data is only done in order to fulfill the obligations and rights of the Company and/or its Affiliates under the 2015 French Restricted Share Unit Plan.

The Participant has the right to be informed whether the Company or its Affiliates hold personal data about the Participant and, to the extent they do so, to have access to those personal data at no charge and require them to be corrected if they are inaccurate and to request the erasure, request the restriction of processing or object to the processing and withdraw his or her consent. The Participant also has the right to request a copy or the portability of its personal Data which it provided to the Company. The Participant is entitled to all the other rights provided for by applicable data protection law, including those detailed in any applicable documentation or guidelines provided to the Participant by the Company or its Affiliates in the past. More detailed information is available to the Participant by contacting the appropriate local data protection officer in the country in which the Participant is based from time to time. If the Participant has a complaint regarding the manner in which personal information relating to the Participant is dealt with, the Participant should contact the appropriate local data protection officer referred to above. The Participant also has the right to lodge a complaint with the competent data protection authority.

(f)The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local data contact referred to above. The Participant understands, however, that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the 2015 French Restricted Share Unit Plan (and may result in the forfeiture of unvested RSUs). For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the data protection officer referred to above.

(g)Finally, upon request of the Company, the Participant agrees to provide an executed data privacy consent form (or any other agreements or consents that may be required by the Company) that the Company may deem necessary to obtain from the Participant for the

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purposes of administering the Participant’s participation in the 2015 French Restricted Share Unit Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that the Participant will not be able to participate in the 2015 French Restricted Share Unit Plan if the Participant fails to provide any such consent or agreement requested by the Company.

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APPENDIX C

Terms and Conditions

Additional RSUs Credited Pursuant to Section 5 of the Agreement

To the extent that Additional RSUs are granted to the Participant pursuant to Section 5 of the Agreement, the terms and conditions set forth in the Agreement shall apply to the Additional RSUs, except as provided below. Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Agreement or the Plan.

1.The Plan.Additional RSUs granted pursuant to Section 5 of the Agreement shall be subject to the terms of the Plan. Where appropriate, references in the Agreement to the “2015 French Restricted Share Unit Plan” are hereby replaced with the “Plan”.

2.Form and Timing of Issuance or Transfer.Notwithstanding Section 3(a) of the Agreement, if the Participant is resident or employed outside the United States, the Company, in its sole discretion, may provide for the settlement of the Additional RSUs in the form of:

(a)a cash payment (in an amount equal to the Fair Market Value of the Shares that corresponds with the number of vested Additional RSUs) to the extent that settlement in Shares (i) is prohibited under local law, (ii) would require the Participant, the Company or Constituent Company to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (or country of employment, if different), (iii) would result in adverse tax consequences for the Participant, the Company or Constituent Company or (iv) is administratively burdensome; or

(b)Shares, but require the Participant to sell such Shares immediately or within a specified period following the Participant’s termination of employment (in which case, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Shares on the Participant’s behalf).

3.    Adjustments Upon Certain Events. Notwithstanding any provision in the Agreement to the contrary, the following provision shall replace Section 4 of the Agreement in its entirety with respect to the Additional RSUs:

4.    Adjustments Upon Certain Events. In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares underlying Additional RSUs or other similar events (collectively, an “Adjustment Event”), the Committee may, in its sole discretion, adjust any Shares underlying Additional RSUs or Additional RSUs to reflect such Adjustment Event.

4.    Transferability Restrictions – Additional RSUs/Underlying Shares. Notwithstanding any provision in the Agreement to the contrary, the following provision shall replace Section 12 of the Agreement in its entirety:

12.    Transferability Restrictions – Additional RSUs/Underlying Shares.Additional RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 12 shall be void and unenforceable against any Constituent Company. Any Shares underlying Additional RSUs that are issued or transferred to the Participant shall be subject to compliance by the Participant with such policies as the Committee or the Company may deem advisable from time to time, including, without limitation, any policies relating to certain minimum share ownership requirements. Such policies shall be binding upon the permitted respective legatees, legal representatives, successors and assigns of the Participant. The Company shall give notice of any such additional or modified terms and restrictions applicable to Shares underlying Additional RSUs that are delivered or deliverable under this Agreement to the holder of the Additional RSUs and/or the Shares so delivered, as appropriate, pursuant to the provisions of Section 13 or, if a valid address does not appear to exist in the personnel records, to the last address known by the Company of such holder. Notice of any such changes may be provided electronically, including, without limitation, by publication of such changes to a central website to which any holder of the Additional RSUs or Shares issued therefrom has access.

5.    Tax Withholding. The following provisions shall replace Sections 14(b) and 14(c) of the Agreement in their entirety:

(b) To the extent that the crediting or vesting of the Additional RSUs, the delivery of Shares or cash pursuant to the Additional RSUs or issuance of dividends results in a withholding obligation for Tax-Related Items, unless otherwise specifically approved and directed by the Committee, the Participant authorizes the Company, Constituent Company or agent of the Company or Constituent Company to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Constituent Company; (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the Additional RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding from the Shares to be delivered upon

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settlement of the Additional RSUs that number of Shares having a Fair Market Value equal to the amount required by law to be withheld. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. The Company shall repay any excess amounts due to the Participant within, where administratively feasible, thirty (30) days of withholding.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Additional RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

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EXHIBIT 1-A

Determination of RSU Vesting pursuant to Section 1(c) of the Agreement

1.    Determine Percentile Rank (PR) for each of the Comparison Companies in accordance with the following formula:

PR = (PB/N)(100)

Where:

PB = ordinal position from the lowest TSR among the Comparison Companies. The Comparison Company with the lowest TSR is the first position from the bottom.

N = number of Comparison Companies in the computation.

2.    After determining and ordering the PR for each Comparison Company, if the TSR of the Company is equal to the TSR of any other Comparison Company (rounded to the nearest 0.01), then the Company’s PR shall equal the PR of such Comparison Company. If the Company’s TSR is not equal to the TSR of any other Comparison Company, then the Company’s PR shall be determined by interpolation, using the TSRs and PRs of the Comparison Companies having the next highest and next lowest TSRs in comparison to the Company’s TSR. If there is no Comparison Company with a TSR that is higher than the Company’s TSR, then the Company’s PR shall be 100. If there is no Comparison Company with a TSR that is lower than the Company’s TSR, then the Company’s PR shall be equal to the PR of the lowest ranked Comparison Company.

3.    Upon determining the PR of the Company, the percentage of maximum RSUs granted under the Agreement that vest shall be determined as follows:

Performance level	Company PR (measured as a percentile)	Percentage of maximum RSUs granted under the Agreement that vest
Maximum	The Company is ranked at or above the 75th percentile.	25%
Target	The Company is ranked at the 60th percentile.	16.67%
Threshold	The Company is ranked at the 40th percentile.	8.33%
	The Company is ranked below the 40th percentile.	0%

If the Company’s Percentile Rank is at the 40th percentile or above, but below the 75th percentile, the percentage of RSUs that vest will be determined by linear interpolation between the applicable Percentile Ranks shown above, taking into account that where the Company is ranked at the 60th percentile, 16.67% of the RSUs granted under the Agreement will vest.

EXHIBIT 1-B

Determination of RSU Vesting pursuant to Section 1(d) of the Agreement

1.    Determine the Company actual percentage of Target Cumulative Operating Income (“AP”) by dividing the Company’s Actual Cumulative Operating Income by the Target Cumulative Operating Income and expressing the result as a percentage (the resulting percentage being referred to as the “Performance Rate” or “PR”).

2.    Upon determining the Company’s Performance Rate, the percentage of maximum RSUs granted under the Agreement that vest shall be determined as follows:

Performance level	Company’s Performance Rate	Percentage of RSUs granted under the Agreement that vest
Maximum	110% or greater	75%
Target	100%	50%
Threshold	80%	25%
	Less than 80%	0%

If the Company’s Performance Rate is 80% or above, but below 110%, then the percentage of RSUs that vest will be determined by linear interpolation between the applicable Performance Rates shown above, taking into account that where the Performance Rate is 100%, 50% of the RSUs granted under the Agreement will vest.

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EX-10.4

Exhibit 10.4

ACCENTURE PLC

AMENDED AND RESTATED 2010 SHARE INCENTIVE PLAN

RESTRICTED SHARE UNIT AGREEMENT

FOR THE 2015 FRENCH RESTRICTED SHARE UNIT PLAN

(Key Executive Performance Share Program – 2020)

Terms and Conditions

This Agreement (as defined below) is between Accenture plc (the “Company” or “Accenture”) and the Participant.

WHEREAS, the Participant acknowledges and agrees that in the course of Participant’s association with the Company and its Affiliates (the “Constituent Companies”), the Participant has been, and will be, provided with access to Confidential Information;

WHEREAS, the Participant acknowledges and agrees that in the course of Participant’s association with the Constituent Companies, the Participant has been, and will be, provided with access to Trade Secrets in accordance with protocols and procedures that the Participant expressly acknowledges were appropriate to protect such Trade Secrets;

WHEREAS, the Participant acknowledges and agrees that in the course of Participant’s association with the Constituent Companies, the Participant may, directly or indirectly, solicit or assist in soliciting clients or prospective clients of the Company and its Affiliates;

WHEREAS, the Participant acknowledges and agrees that such Confidential Information, Trade Secrets, and client or prospective client relationships of the Constituent Companies, as well as investments by the Constituent Companies in the training, skills, capabilities, knowledge and experience of their employees are extremely valuable assets, and that the Constituent Companies have invested and will continue to invest substantial time, effort and expense to develop Confidential Information, Trade Secrets, client or prospective client relationships, and the training, skills, capabilities, knowledge and experience of their employees, and which the Constituent Companies have taken all reasonable steps to protect;

WHEREAS, the Participant acknowledges and agrees that the terms and conditions set forth in this Agreement are reasonable, fair, and necessary to protect the Constituent Companies’ legitimate business interests as described in the foregoing recital clauses; and

WHEREAS, the Participant acknowledges and agrees that the restricted share units (“RSUs”) granted pursuant to Section 1 are good and valuable consideration for, and conditioned upon, the Participant’s full compliance with the terms and conditions set forth in this Agreement, and that the Participant would forfeit such RSUs pursuant to Section 6 in the event the Participant were to engage in any of the activities defined in Section 6(c).

NOW, THEREFORE, for such good and valuable consideration, the Participant hereby covenants and agrees to the following terms and conditions, including, but not limited to, the provisions set forth in Sections 6(b) and 6(c), all of which the Participant acknowledges and

agrees are reasonably designed to protect the legitimate business interests of the Constituent Companies and which will not unreasonably affect the Participant’s professional opportunities following termination of Participant’s association with the Constituent Companies.

The Company hereby grants, as of 1 January 2020, the number of RSUs as set forth in the Essential Grant Terms (as defined below) to the Participant on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms of the Amended and Restated Accenture plc 2010 Share Incentive Plan (the “Plan”) as amended by the subplan for Restricted Share Units in France (the “Subplan” and, together with the Plan, collectively, the “2015 French Restricted Share Unit Plan”), which 2015 French Restricted Share Unit Plan, as amended from time to time, is incorporated herein by reference and made a part of this Agreement (as defined below) and pursuant to the authorization given by the January 30, 2020 shareholders meeting of the Company. Each RSU represents the unfunded, unsecured right of the Participant to receive and retain a Share on the date(s) specified herein, subject to the conditions specified herein. Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the 2015 French Restricted Share Unit Plan.

This grant of RSUs is subject to the Key Executive Performance Share Program Essential Grant Terms (the “Essential Grant Terms”) displayed electronically on the “Grant Agreement & Essential Grant Terms” page of the myHoldings website (https://myholdings.accenture.com) and the Supplemental Restricted Share Unit Agreement for the 2015 French Restricted Share Unit Agreement Terms and Conditions, which together constitute the Key Executive Performance Share Program Restricted Share Unit Agreement (the “Agreement”).

1.Performance-Based Vesting.

(a) Performance Period. The RSUs shall vest, if at all, based upon the attainment of specific pre-established financial performance objectives (the “Performance Objectives”) by the Company for the period commencing on 1 September 2019 and ending on 31 August 2022 (the “Performance Period”), as set forth in this Section 1.

(b) Service Relationship. Except as provided in Section 2(a), RSUs that are unvested as of the termination of the Participant’s full-time employment status with any of the Constituent Companies (such employment hereinafter referred to as “Qualified Status”) shall be immediately forfeited as of such termination and the Company shall have no further obligations with respect thereto.

(c) Total Shareholder Return.

(i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto.

(ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the Comparison Companies shall mean the quotient of (A) the Fair Market Value of

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the stock of the particular company or index on 31 August 2022, divided by (B) the Fair Market Value of the stock of such company or index on 1 September 2019. For purposes of calculating a company’s Total Shareholder Return, the Fair Market Value of the stock of any company on 31 August 2022 shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period as follows: the Fair Market Value of the stock of the company on 31 August 2022 shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend.

(iii) If at any time prior to the completion of the Performance Period, a Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of or spins off a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee, the Committee, in its sole discretion, may remove such Comparison Company, ratably adjust the calculation of the Total Shareholder Return with respect to such Comparison Company, include any applicable successor entity or spun off entity as a new Comparison Company, determine the extent to which any distribution in kind should be valued for purposes of calculating Total Shareholder Return or make such other appropriate adjustments as determined by the Committee.

(iv) For purposes of this Agreement: (i) “Comparison Companies” shall mean Aon plc (AON), Automatic Data Processing, Inc. (ADP), Cap Gemini S.A. (CAP), Cisco Systems, Inc. (CSCO), Cognizant Technology Solutions Corporation (CTSH), DXC Technology Company (DXC), General Dynamics Corporation (GD), Hewlett Packard Enterprise Company (HPE), Infosys Limited (INFY), Intel Corporation (INTC), International Business Machines Corporation (IBM), Marsh & McLennan Companies, Inc. (MMC), Microsoft Corporation (MSFT), Oracle Corporation (ORCL), SAP SE (SAP) and the S&P 500 Total Return Index (SPX); and (ii) the “Fair Market Value” of (A) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (B) for the S&P 500 Total Return Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Total Return Index is not reported in the Wall Street Journal, in such other reliable source as the Company may determine), in each case for the ten (10) consecutive trading days immediately preceding such date.

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(d) Operating Income Growth Rate. Up to seventy-five percent (75%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the achievement of operating income targets by the Company for the Performance Period, as set forth on Exhibit 1-B hereto. For purposes of this Agreement:

“Target Cumulative Operating Income” shall mean the aggregate of the “Operating Income Plan,” as approved by the Committee, for each of the Company’s three fiscal years during the Performance Period. Within a reasonable period following the availability of all relevant data (as determined by the Committee in its sole discretion), the Committee will approve an operating income plan for the purposes of the Key Executive Performance Share Program for each applicable fiscal year during the Performance Period (each an “Operating Income Plan”).

“Actual Cumulative Operating Income” shall mean the aggregate of the Company’s actual operating income for the Company’s three fiscal years during the Performance Period, as determined from the Company’s final, audited financial statements for such fiscal years.

In the event that, as determined in the sole discretion of the Committee and due to a required change in generally accepted accounting practices, a change in the accounting methods of the Company or an extraordinary and material event in the Company’s business (each of the foregoing events being referred to herein as a “Material Event”), Actual Cumulative Operating Income determined after the occurrence of a Material Event would be materially different as a result of the occurrence thereof, the Committee may instruct the Company to determine Actual Cumulative Operating Income for such period, solely for purposes of this Agreement, as if the Material Event had not happened or was not effective. Such instruction may be limited to apply to fiscal periods in which the applicable Operating Income Plan did not account for the occurrence of the Material Event.

(e) Certification. No RSUs granted to the Participant hereunder shall vest in accordance with Sections 1(c) or (d) unless and until the Committee makes a certification in writing with respect to the achievement of the Performance Objectives for the Performance Period. Following the end of the Performance Period, the Committee shall review and determine whether the Performance Objectives have been met within a reasonable period following the availability of all data necessary to determine whether the Performance Objectives have been achieved, and not later than 31 December 2022, shall certify such finding to the Company and to the Participant.

2.Termination of Employment.

(a) Termination as a result of death, Disability, or Involuntary Termination; Specified Age Attainment. Notwithstanding anything in Section 1 to the contrary, the RSUs granted hereunder shall vest upon the termination of the Participant’s Qualified Status as a result of death, Disability (as defined below), Involuntary Termination (as defined below) or if the Participant’s Qualified Status has terminated as a result of voluntary termination before the end of the Performance Period and Participant has attained a certain age, all as follows:

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(i) Termination as a result of death or Disability. In the event the Participant’s Qualified Status is terminated during the Performance Period as a result of death or Disability, the RSUs granted to the Participant hereunder shall remain outstanding throughout the Performance Period and until the Vesting Date (as defined below) and shall vest, if at all, on the Vesting Date in accordance with Sections 1(c) or (d). In addition, in the event the Participant’s Qualified Status is terminated during the Performance Period as a result of death, the Participant’s heirs must made a request to receive the vested Shares within 6 months as from the date of death.

(ii) Involuntary Termination. In the event the Participant’s Qualified Status is terminated during the Performance Period due to an Involuntary Termination, the RSUs granted to the Participant hereunder shall remain outstanding throughout the Performance Period and until the Vesting Date. On the Vesting Date, the Participant shall vest in the number of RSUs granted hereunder equal to the product of (i) the aggregate number of RSUs that would otherwise vest on the Vesting Date in accordance with Sections 1(c) or (d), multiplied by (ii) a fraction, the numerator of which is the whole number of months that have elapsed from the commencement of the Performance Period through the effective date of the Participant’s Involuntary Termination or the last day of the Performance Period (whichever is earlier) and the denominator of which is thirty-six (36).

(iii) Specified Age Attainment. In the event the Participant’s Qualified Status is terminated as a result of the Participant’s voluntary termination of employment during the Performance Period and (i) the Participant has reached the age of 50 prior to the effective date of the termination of the Participant’s Qualified Status and the end of the Performance Period and (ii) has had at least 15 years of continuous service to the Company immediately preceding the effective date of the termination, the RSUs granted to the Participant hereunder shall remain outstanding throughout the Performance Period until the Vesting Date. On the Vesting Date, the Participant shall vest in the number of RSUs granted hereunder equal to the product of (i) the aggregate number of RSUs that would otherwise vest upon the Vesting Date in accordance with Sections 1(c) or (d), multiplied by (ii) a fraction, the numerator of which is the whole number of months that have elapsed from the commencement of the Performance Period through the effective date of the termination of the Participant’s Qualified Status or the last day of the Performance Period (whichever is earlier) and the denominator of which is thirty-six (36).

(b) Termination for reasons other than death, Disability, Involuntary Termination or Specified Age Attainment. In the event the Participant’s Qualified Status is terminated during the Performance Period for any reason other than death, Disability, Involuntary Termination, except as set forth in Section 2(a)(iii) above, the RSUs granted hereunder shall be immediately forfeited as of such termination and the Company shall have no further obligation with respect thereto.

(c) Definitions. For purposes of this Agreement, the following terms shall have the meaning specified below:

(i) “Cause” shall mean “cause” as defined in any employment or consultancy agreement (or similar agreement) or in any letter of appointment then in effect between the Participant and the Company or any Affiliate or if not defined therein (it being the intent that the definition of

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“Cause” shall include, at a minimum, the acts set forth below), or if there shall be no such agreement, to the extent legally permissible, (a) the Participant’s embezzlement, misappropriation of corporate funds, or other material acts of dishonesty, (b) the Participant’s commission or conviction of any felony, or of any misdemeanor involving moral turpitude, or entry of a plea of guilty or nolo contendere to any felony or misdemeanor, (c) engagement in any activity that the Participant knows or should know could harm the business or reputation of the Company or an Affiliate, (d) the Participant’s material failure to adhere to the Company’s or an Affiliate’s corporate codes, policies or procedures as in effect from time to time, (e) the Participant’s continued and material failure to meet minimum performance standards as determined by the Company or an Affiliate, (f) the Participant’s violation of any statutory, contractual, or common law duty or obligation to the Company or an Affiliate, including, without limitation, the duty of loyalty, or (g) the Participant’s material breach of any confidentiality or non-competition covenant entered into between the Participant and the Company or an Affiliate, including, without limitation, the covenants contained in this Agreement. The determination of the existence of Cause shall be made by the Company in good faith, which determination shall be conclusive for purposes of this Agreement.

(ii) “Disability” shall mean a termination which results from a determination of “disability” (“constat d’inaptitute”) as that term is defined by French law (article L 341-4 of the French Social Security Code).

(iii) “Involuntary Termination” shall mean termination of Qualified Status, as applicable, by or with the agreement of the employing Constituent Company (other than for Cause) which is not voluntary and which is recorded as “involuntary” by the Company. A resignation, retirement or other voluntary termination of Qualified Status by the Participant, is not an Involuntary Termination.

(iv) “Vesting Date” shall mean the date the Committee certifies the achievement of the Performance Objectives pursuant to paragraph 1(e) above.

3.Form and Timing of Issuance or Transfer.

(a) Vested RSUs. The Company shall issue or cause there to be transferred to the Participant that number of Shares as determined by the Committee pursuant to Section 1(e) hereof to have vested under this RSU award.

(b) Distribution Date. Shares, if any, shall be distributed to the Participant in the manner set forth in Section 3(a) on the date the Committee makes a certification in writing with respect to the achievement of the Performance Objectives for the Performance Period as provided in Section 1(e).

(c) Transfers Outside of France. Notwithstanding any other provision of this Agreement, the Company may take any other action as it deems necessary or advisable for the purpose of complying with any applicable laws and regulations in connection with such transfer.

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4.Adjustments Upon Certain Events. In accordance with the 2015 French Restricted Share Unit Plan, the number of Awards granted as well as the number of Shares to be delivered shall not be modified or adjusted, except:

    (a) In cases which would be authorized or rendered compulsory under French law. Currently, article L. 225-197-1 III of the French Commercial Code provides that shares can be exchanged without net balancing cash adjustment in the event of a merger or spin-off operation performed before the delivery of the Shares to the Participant.

    (b) In the event of operations performed on the share capital of the Company before the delivery of the Shares; in which cases the Committee is authorized to adjust the number of Shares to be delivered but only in order to protect the rights of the Participant and to guarantee the neutrality of such operations.

5.Dividends. If on any date while RSUs are outstanding hereunder the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of RSUs granted to the Participant shall, as of such dividend payment date, be increased by a number of RSUs equal to: (a) the product of (x) the number of RSUs held by the Participant as of the related dividend record date, multiplied by (y) the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash, the per Share value of such dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a Share on the payment date of such dividend. In the case of any dividend declared on Shares that is payable in the form of Shares, the number of RSUs granted to the Participant shall be increased by a number equal to the product of (a) the aggregate number of RSUs held by the Participant through the related dividend record date, multiplied by (b) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Any additional RSUs granted pursuant to this Section 5 (“Additional RSUs”) shall be subject to the terms and conditions contained in Appendix C.

6. Compliance, Cancellation and Rescission of Shares.

(a) Upon any transfer or issuance of Shares underlying RSUs, the Participant shall certify in a manner acceptable to the Company that the Participant is in compliance with the terms and conditions of this Agreement and the 2015 French Restricted Share Unit Plan.

(b) In the event that (i) the Participant engages in any activity that could serve as a basis for the termination of the Participant’s Qualified Status for Cause, (ii) the Participant’s Qualified Status with any of the Constituent Companies is terminated for Cause, or (iii) the Participant engages in any of the activities defined in subsection (c) below, the Participant shall, to the extent legally permitted under French law, transfer to the Company the Shares that have been issued or transferred under this Agreement (as adjusted based on Section 4 above) and without regard to whether the Participant continues to own or control such previously delivered Shares, and the Participant shall bear all costs of issuance or transfer, including any transfer taxes that may be payable in connection with any transfer. Upon a showing satisfactory to the Company by Participant that the value of the Shares subject to transfer as described above exceeds the value of the actual benefit received by the Participant (as measured by the gross proceeds the

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Participant received upon the sale of Shares issued or transferred under this Agreement), then, with respect to such sold Shares, the transfer of Shares required under this Section 6(b) shall be limited to a number of Shares equivalent in value to such actual benefit received by the Participant. Upon receiving a demand from the Company to transfer Shares to the Company pursuant to this subsection, the Participant shall effect the transfer of Shares to the Company by no later than ten (10) business days from the date of the Company’s demand. For the avoidance of doubt, if the Participant holds the position of Senior Managing Director or above (or any comparable level of seniority) and engages in any of the activity set forth in subsection (c)(i), the Company may require the Participant, to the extent legally permitted, to transfer to the Company up to a number of Shares equal to the number of Shares that have been issued or transferred under this Agreement (as adjusted based on Section 4 above), as well as a number of Shares that have been issued or transferred under any prior agreement between the Company and the Participant, without regard to whether the Participant continues to own or control such previously delivered Shares and without regard to the actual benefit received by the Participant with respect to any Shares sold by the Participant, and the Participant shall bear all costs of transfer, including any transfer taxes that may be payable in connection with such transfer. Similarly, in the event that (i) the Participant engages in any activity that could serve as a basis for the termination of the Participant’s Qualified Status for Cause or (ii) the Participant engages in any of the activities defined in subsection (c) below, in either case at any time prior to the date that any Shares underlying RSUs granted under this Agreement have been issued or transferred, the RSUs granted hereunder (both vested and unvested) shall be forfeited immediately.

(c) In the event Participant engages in any of the activities defined in this subsection, Participant agrees to transfer Shares to the Company in accordance with any demand received from the Company for the transfer of Shares under subsection 6(b) above and/or that his or her award of RSUs will be forfeited in its entirety, as applicable:

(i) if the Participant’s employment with any of the Constituent Companies terminates while the Participant holds the position of Senior Managing Director or above (or any comparable level of seniority), the Participant shall not, for a period of twelve months following the termination of the Participant’s employment with any of the Constituent Companies associate (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise) with any Competitive Enterprise (or any of the affiliates, related entities, successors, or assigns of any Competitive Enterprise) that: (1) is identified on the list of competitors maintained by the Company on the myHoldings website (which list may be updated by the Company from time to time) as a Global Accenture Competitor or as being a competitor of any Restricted Business, and/or (2) is otherwise a competitor of any Restricted Business; provided, however, that with respect to the equity of any Competitive Enterprise which is or becomes publicly traded, the Participant’s ownership as a passive investor of less than one percent (1%) of the outstanding publicly traded stock of a Competitive Enterprise shall not be deemed a violation of this subsection 6(c)(i);

(ii) the Participant shall not, for a period of twelve months following the termination of the Participant’s employment with the Constituent Companies, directly or indirectly (A) solicit, or

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assist any other individual, person, firm or other entity in soliciting, any Restricted Client or Restricted Prospective Client for the purpose of performing or providing any Relevant Services; (B) perform or provide, or assist any other individual, person, firm or other entity in performing or providing, Relevant Services for any Restricted Client or Restricted Prospective Client; or (C) interfere with or damage (or attempt to interfere with or damage) any relationship and/or agreement between the Company or any Affiliates and a Restricted Client or Restricted Prospective Client;

(iii) the Participant shall not, for a period of twelve months following the termination of the Participant’s employment with the Constituent Companies, directly or indirectly, solicit, employ or retain, or assist any other individual, person, firm or other entity in soliciting, employing or retaining, any employee or other agent of the Company or an Affiliate, (A) with whom the Participant has had material dealings; (B) from whom, or as a result of contact with whom, the Participant has obtained Confidential Information or Trade Secrets; or (C) whom the Participant has supervised on a client or prospective client engagement, in the twenty-four months preceding the termination of the Participant’s Qualified Status with the Constituent Companies; or

(iv) the Participant shall not, unless the Participant has received the prior written consent of the Company or its Affiliates or is otherwise required by law, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disseminate, divulge, disclose, reveal, share, provide access to, reproduce, copy, distribute, publish, appropriate, or otherwise communicate any Confidential Information or Trade Secrets at any time following the termination of the Participant’s employment with the relevant Constituent Company. If the Participant is requested or required pursuant to any legal, governmental or investigatory proceeding or process or otherwise, to disclose any Confidential Information or Trade Secrets, the Participant shall promptly notify the Company in writing so that the Company may seek a protective order or other appropriate remedy, or, if it chooses, waive compliance with the applicable provision of this Agreement. The Participant’s obligation of non-disclosure as set forth herein shall continue for so long as such item continues to constitute Confidential Information. Notwithstanding the foregoing, if the Participant makes a confidential disclosure of a Trade Secret or other Confidential Information to a government official or an attorney for the sole purpose of reporting or investigating a suspected violation of law, or in a court filing under seal, the Participant shall not be held liable under this Agreement or under any federal or state trade secret law for such a disclosure. Additionally, if the Participant files a lawsuit in the United States for retaliation by the Company for reporting a suspected violation of the law, the Participant may disclose Trade Secret information to the Participant’s attorney, and can use the Trade Secret information in sealed filings in the court proceeding, or pursuant to a court order, as long as the Participant does not otherwise disclose the Trade Secret.

(d) In the event that (i) the Participant’s Qualified Status with any of the Constituent Companies is terminated for Cause, or (ii) the Participant engages in any of the activities defined in subsection (c) above, the Company’s remedy shall be limited to the recovery of Shares as set forth in subsection (b) above; provided, however, that nothing in this Agreement is intended to or should be interpreted as diminishing any rights and remedies that Affiliates may have, at law or equity, related to investments by the Constituent Companies in Confidential Information, Trade

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Secrets, clients and prospective client relationships, and the training, skills, capabilities, knowledge and experience of employees, including, but not limited to, any rights and remedies set forth in the Participant’s employment agreement, confidentiality agreement, intellectual property agreement, restrictive covenant agreement, or any other agreement entered into between the Participant and an Affiliate of the Company.

(e) For purposes of this Agreement:

(i) “Alliance Entity” shall mean any Legal Entity with whom the Company and/or any Affiliate has entered into an alliance agreement, joint venture agreement or any other legally binding go-to-market agreement, resale agreement or any agreement to combine offerings, products and/or services, or (without limiting the foregoing) any Legal Entity in which Accenture and/or any Affiliate has an interest, whether or not a Controlling Interest; provided always that the term “Alliance Entity” shall not include: (A) any Competitive Enterprise, (B) any contractor and/or sub-contractor of Accenture and/or any Affiliate, and/or (C) any sales, buying and/or marketing agent of Accenture.

(ii) “Competitive Enterprise” shall mean a business enterprise that engages in, or owns or controls a significant interest in any entity that engages in, the performance of services of the type provided by the Company, its Affiliates and/or their predecessors. “Competitive Enterprise” shall include, but not be limited to, the entities set forth on the list maintained by the Company on the myHoldings website, which list may be updated by the Company from time to time.

(iii) “Confidential Information” shall include: (A) lists and databases of the Company’s or any Affiliate’s clients, including names of clients; (B) lists and databases of prospective clients whom the Company or any Affiliate has taken material steps to win business from; (C) confidential details of the Company’s and Affiliates’ or any of their clients’ or suppliers’ products and services; (D) commercial or technical information of the Company or any Affiliate or any other Knowledge Capital; (E) financial information and plans of the Company or any Affiliate; (F) prices/pricing structures/hourly rates of the Company or any Affiliates, including any discounts, terms of credit and preferential terms, costs and accounting; (G) lists and databases of the Company’s or any Affiliate’s suppliers; (H) any personal data belonging to the Company or any Affiliate or any client or business associate, affiliate or employee or contractor of the Company or its Affiliates; (I) terms of the Company’s or any Affiliate’s business with clients, suppliers and Alliance Entities; (J) lists and databases of the Company’s or any Affiliate’s employees, officers and contractors; (K) details of employees, officers and contractors of the Company or any Affiliate, including but not limited to their remuneration packages and terms of employment/engagement; (L) object or source codes and computer software; (M) any proposals relating to the acquisition or disposal of a company or business or any part thereof; (N) details of responses by the Company or any Affiliate to any request for proposal or tender for work (whether competitive or not), and of any contract negotiations; (O) intellectual property rights owned by or licensed to the Company or its Affiliates or any of their clients or suppliers; (P) any Company or Affiliate document marked as “confidential” (or with a similar expression), or any information or document which the Participant has been told is confidential or which the

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Participant might reasonably expect the Company or an Affiliate or client or supplier or the relevant discloser would regard as confidential; (Q) any information which has been given to the Company or any Affiliate in confidence by clients, suppliers or other third parties; (R) any of the foregoing which belongs, or which otherwise relates, to any past or present Alliance Entity or to any Legal Entity that Accenture or any Affiliate intends to make an Alliance Entity; and (S) details of any agreement, arrangement or otherwise (whether formal or informal) that the Company or any Affiliate has entered into with any Alliance Entity.

(iv) “Controlling Interest” shall mean (A) ownership by a Legal Entity of at least a majority of the voting interest of another Legal Entity or (B) the right or ability of such Legal Entity, whether directly or indirectly, to direct the affairs of another by means of ownership, contract, or otherwise.

(v) “Knowledge Capital” shall mean any reports, documents, templates, studies, software programs, delivery methods, specifications, business methods, tools, methodologies, inventions, processes, techniques, analytical frameworks, algorithms, know how and/or any other work product and materials, proprietary to the Company and/or any Affiliate which is used by the Company and/or any Affiliate to perform services for its or their clients.

(vi) “Legal Entity” shall mean any body corporate, branch partnership, joint venture or unincorporated association or other organization carrying on a trade or other activity with or without a view to profit.

(vii) “Relevant Services” shall mean the performance of any services of the type provided by the Company, its Affiliates and/or their predecessors at any time, past, present or future, including but not limited to, consulting services, technology services, and/or outsourcing services.

(viii) “Restricted Business” shall mean each of the businesses of each Constituent Company, as such businesses are listed as “Accenture Businesses” on the list of Competitive Enterprises maintained by the Company on the myHoldings website, which list may be updated by the Company from time to time, (A) in respect of whom the Participant holds Confidential Information or Trade Secrets at the time of the termination of Qualified Status with the Constituent Companies or (B) to which business the Participant has provided services, has been materially concerned or has been responsible in the twenty-four months preceding the termination of the Participant’s Qualified Status with the Constituent Companies.

(ix) “Restricted Client” shall mean any person, firm, corporation or other organization to whom the Participant directly or indirectly performed or assisted in performing Relevant Services, or with which the Participant otherwise had material contact, or about which the Participant learned Confidential Information or Trade Secrets, within the twenty-four months prior to the date on which the Participant’s Qualified Status with the Constituent Companies terminated.

(x) “Restricted Prospective Client” shall mean any person, firm, corporation, or other organization with which the Participant directly or indirectly had any negotiations or discussions

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regarding the possible performance of services by the Company, or about which the Participant learned Confidential Information or Trade Secrets within the twelve months prior to the date of the termination of the Participant’s Qualified Status with the Constituent Companies.

(xi) “Solicit” shall mean to have any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.

(xii) “Trade Secrets” shall include information relating to the Company and its Affiliates, and their respective clients, prospective clients or Alliance Entities, that is protectable as a trade secret under applicable law, including, without limitation, and without regard to form: technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, business and strategic plans, product plans, source code, software, unpublished patent applications, customer proposals or pricing information or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(f) If, during the twelve-month period following the termination of the Participant’s employment with the Constituent Companies, the Participant is presented with an opportunity that might involve participation in any of the activities defined in Section 6(c) above, the Participant shall notify the Company in writing of the nature of the opportunity (the “Conflicting Activity”). Following receipt of sufficient information concerning the Conflicting Activity, the Company will advise the Participant in writing whether the Company considers the Participant’s RSUs to be subject to Section 6(b)(ii) above. The Company retains sole discretion to determine whether the Participant’s RSUs are subject to Section 6(b)(ii) and to alter its determination should additional or different facts become known to the Company.

7.Collateral Agreements.As a condition to the issuance or transfer of the Shares underlying the RSUs granted hereunder, the Participant shall, to the degree reasonably required by the Company, (a) execute and return to the Company a counterpart of this Agreement (or, if acceptable to the Company, acknowledge receipt and agreement of the terms of this Agreement electronically), all in accordance with the instructions provided by the Company and (b) to the extent required by the Company, either (i) execute and return an employment agreement, a consultancy agreement, a letter of appointment and/or an intellectual property agreement, in form and substance satisfactory to the Company, or (ii) provide evidence satisfactory to the Company that the agreements referenced in clause (i) have been previously executed by the Participant.

8.Nature of Grant. In accepting the grant, the Participant acknowledges, understands and agrees that:

(a) the 2015 French Restricted Share Unit Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated

12

by the Board at any time except that a modification which could impact on the participant’s rights or entitlements would be subject to French legal requirements;

(b) the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs (whether on the same or different terms), or benefits in lieu of RSUs, even if RSUs have been granted in the past;

(c) all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Committee, including, but not limited to, the form and timing of the grant, the number of Shares subject to the grant, and the vesting provisions applicable to the grant;

(d) the RSU grant and the Participant’s participation in the 2015 French Restricted Share Unit Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any Constituent Company and shall not interfere with the ability of the Company, or Constituent Company, as applicable, to terminate Participant’s employment or service relationship;

(e) the Participant is voluntarily participating in the 2015 French Restricted Share Unit Plan;

(f) Shares will be issued to the Participant only if the vesting conditions are met and any necessary services are rendered by the Participant over the vesting period;

(g) the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation;

(h) the RSUs and the Shares subject to the RSUs, and the income and value thereof, are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and is not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(i) the future value of the Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty;

(j) no claim or entitlement to compensation or damages shall arise from forfeiture of RSUs resulting from the Participant ceasing to be employed or otherwise providing services to the Company or Constituent Company;

(k) unless otherwise provided herein, in the 2015 French Restricted Share Unit Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and

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(l) if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that neither the Company nor any Constituent Company shall be liable for any exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

9. No Rights of a Shareholder. The Participant shall not have any rights as a shareholder of the Company until the Shares in question have been registered in the Company’s register of shareholders.

10.Unfunded Obligation; Unsecured Creditor. The RSUs granted hereunder are an unfunded obligation of the Company and no assets or shares of the Company shall be set segregated or earmarked by the Company in respect of any RSUs awarded hereunder. The RSUs granted hereunder shall be an unsecured obligation of the Company and the rights and interests of the Participant herein shall make him only a general, unsecured creditor of the Company.

11.Legend on Certificates. Any Shares issued or transferred to the Participant pursuant to Section 3 of this Agreement shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the 2015 French Restricted Share Unit Plan or the rules, regulations, and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which such Shares are listed, any applicable U.S. Federal or state laws or relevant securities laws of the jurisdiction of the domicile of the Participant or to ensure compliance with any additional transfer restrictions that may be in effect from time to time, and the Committee may cause a legend or legends to be put on any certificates representing such Shares to make appropriate reference to such restrictions.

12.Transferability Restrictions — RSUs/Underlying Shares.

(a) RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 12 shall be void and unenforceable against any Constituent Company.

(b) Except in the event of death, Disability and any further specific provision set out in the French Commercial Code with respect to a minimum holding period, from and after the definitive date of their release, none of the Shares issued or transferred pursuant hereto may be transferred or disposed of in any fashion until the second anniversary of the Grant Date.

(c) In addition, no Shares issued or transferred pursuant hereto may be transferred or disposed of within the periods as set forth in Article L. 225-197-1, I of the French Commercial Code, as the same may be amended, modified or replaced while the Participant holds such Shares. Such periods are:

(i) the period within thirty calendar days before the announcement of an interim financial report or an end-of-year report that the Company is required to make public; and

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(ii) at all times by officers of the Company and employees having knowledge of privileged information within the meaning of Article 7 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6 / EC of the European Parliament and of the Council and Commission Directives 2003/124 / EC, 2003/125 / EC and 2004/72 / EC, which has not been made public.

(d) Any Shares issued or transferred to the Participant shall be subject to compliance by the Participant with such policies as the Committee or the Company may deem advisable from time to time, including, without limitation, any policies relating to minimum executive employee share ownership requirements. Such policies shall be binding upon the permitted respective legatees, legal representatives, successors and assigns of the Participant. The Company shall give notice of any such additional or modified terms and restrictions applicable to Shares delivered or deliverable under this Agreement to the holder of the RSUs and/or the Shares so delivered, as appropriate, pursuant to the provisions of Section 13 or, if a valid address does not appear to exist in the personnel records, to the last address known by the Company of such holder. Notice of any such changes may be provided electronically, including, without limitation, by publication of such changes to a central website to which any holder of the RSUs or Shares issued therefrom has access.

13. Notices. Any notice to be given under this Agreement shall be delivered personally, or sent by certified, registered or express mail, postage prepaid, addressed to the Company in care of its General Counsel at:

Accenture

161 N. Clark Street

Chicago, IL 60601

USA

Telecopy: +1 (312) 652-5619

Attn: General Counsel

(or, if different, the then current principal business address of the duly appointed General Counsel of the Company) and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

14. Tax Withholding.

    (a) Regardless of any action the Company or Constituent Company takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefit, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and Constituent Company (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the

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grant of the RSUs, the vesting of the RSUs, the delivery or sale of any Shares acquired pursuant to the RSUs and the issuance of any dividends, and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.

    (b) To the extent that the grant or vesting of the RSUs, the delivery of Shares acquired pursuant to the RSUs or the issuance of dividends results in a withholding obligation for Tax-Related Items, unless otherwise specifically approved and directed by the Committee, the Participant authorizes the Company, Constituent Company or agent of the Company or Constituent Company to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Constituent Company; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent). If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

    (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. The Company shall repay any excess amounts due to the Participant within, where administratively feasible, thirty (30) days of withholding.

    (d) The Participant agrees to pay to the Company or Constituent Company, any amount of Tax-Related Items that the Company or Constituent Company may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares, or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

    (e) The Participant hereby acknowledges that he or she will not be entitled to any interest or appreciation on Shares sold to satisfy the tax withholding requirements (including with respect to any amounts withheld in excess of the Participant’s tax liability).

(f) If the Participant is not a French tax resident at the time the Participant sells Shares acquired pursuant to the RSUs, the Participant agrees to promptly notify the Company or Constituent Company of, and provide details regarding, such sale.  Further, the Participant authorizes the Company and/or Constituent Company to collect the French income tax liability resulting from such sale (including a sale of Shares to the Company), as determined by the Company or Constituent Company, in its sole discretion, through one or more of the withholding methods identified in paragraph (b) above.  If such French income tax liability is not collected through such withholding method(s), the Participant agrees to promptly pay to the Company or Constituent Company such amount upon request.

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15. Choice of Law and Dispute Resolution.

    (a) THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

    (b) Subject to subsections (c) through (f), any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance and/or termination of this Agreement and any amendment thereto (including without limitation the validity, scope and enforceability of this arbitration provision) (each a “Dispute”) shall be finally settled by arbitration conducted by a single arbitrator in New York, in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce (“ICC”), except that the parties may select an arbitrator who is a national of the same country as one of the parties. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the ICC shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. In the event of any arbitration between the parties, the Company shall consent to a request by the Participant to hold arbitral proceedings, including any evidentiary hearings, in the country in which the Participant principally conducts his/her business for the convenience of the parties and witnesses, it being understood, however, that the legal situs of the arbitration shall remain in New York. Each side will bear its own costs and attorneys’ fees.

    (c) Either party may bring an action or proceeding in any court having jurisdiction thereof for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and/or in support of the arbitration as permitted by any applicable arbitration law and, for the purposes of this subsection (c), each party expressly consents to the application of subsections (e) and (f) to any such suit, action or proceeding.

    (d) Judgment on any award(s) rendered by the tribunal may be entered in any court having jurisdiction thereof.

    (e) (i) Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Courts located in New York, United States for the purpose of any suit, action or proceeding brought in accordance with the provisions of subsection (c). The parties acknowledge that the forum designated by this subsection (e) has a reasonable relation to this Agreement, and to the parties’ relationship with one another.

    (ii) The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to any right to assert personal jurisdiction in any other forum or to the laying of venue of any suit, action or proceeding brought in any court referred to in subsection (e)(i) pursuant to subsection (c) and such parties agree not to plead or claim the same, or to seekanti-suit relief or any other remedy to deny the arbitral jurisdiction referred to in subsection (b).

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    (f) The parties agree that if a suit, action or proceeding is brought under subsection (c), proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and they irrevocably appoint the General Counsel of the Company, c/o Accenture, 161 N. Clark Street, Chicago, IL 60601 USA (or, if different, the then-current principal business address of the duly appointed General Counsel of the Company) as such party’s agent for service of process in connection with any such action or proceeding and agree that service of process upon such agent, who shall promptly advise such party of any such service of process, shall be deemed in every respect effective service of process upon the party in any such action or proceeding.

16. Severability. This Agreement shall be enforceable to the fullest extent allowed by law. In the event that a court or appointed arbitrator holds any provision of this Agreement to be invalid or unenforceable, then, if allowed by law, that provision shall be reduced, modified or otherwise conformed to the relevant law, judgment or determination to the degree necessary to render it valid and enforceable without affecting the rest of this Agreement. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be deemed severable from the remainder of this Agreement, and the remaining provisions contained in this Agreement shall be construed to preserve to the maximum permissible extent the intent and purposes of this Agreement. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

17. RSUs Subject to 2015 French Restricted Share Unit Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and of the Subplan. All RSUs are subject to the terms and conditions of the Plan applicable to the Restricted Share Units and to the terms and conditions of the Subplan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan and the Subplan, the applicable terms and provisions of the Subplan will govern and prevail.

18. Rule 16b-3.The grant of the RSUs to the Participant hereunder is intended to be exempt from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”) pursuant to Rule 16b-3 promulgated under the Exchange Act.

19. Signature in Counterparts.To the extent that this Agreement is manually signed, instead of electronically accepted by the Participant (if permitted by the Company), it may be signed in counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

20. Entire Agreement. This Agreement, including the Plan and the Subplan for the RSUs in France, constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and oral and written agreements of the parties with respect to the subject matter hereof. Participant acknowledges and agrees that this Agreement, including the Plan, and all prior RSU or other equity grant agreements between the Company and its assignor Accenture Ltd, on the one hand, and Participant, on the other, are separate from, and shall not be modified

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or superseded in any way by any other agreements, including employment agreements, entered into between Participant and the Company’s Affiliates.

21. Severability of Agreement.In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

22. Administration; Consent.In order to manage compliance with the terms of this Agreement, Shares delivered pursuant to this Agreement may, at the sole discretion of the Company, be registered in the name of the nominee for the holder of the Shares and/or held in the custody of a custodian until otherwise determined by the Company. To that end, by acceptance of this Agreement, the holder hereby appoints the Company, with full power of substitution and resubstitution, his or her true and lawful attorney-in-fact to assign, endorse and register for transfer into such nominee’s name or deliver to such custodian any such Shares, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 22 as such person might or could do personally. It is understood and agreed by each holder of the Shares delivered under this Agreement that this appointment, empowerment and authorization may be exercised by the aforementioned persons with respect to all Shares delivered pursuant to this Agreement of such holder, and held of record by another person or entity, for the period beginning on the date hereof and ending on the later of the date this Agreement is terminated and the date that is ten years following the last date Shares are delivered pursuant to this Agreement. The form of the custody agreement and the identity of the custodian and/or nominee shall be as determined from time to time by the Company in its sole discretion. A holder of Shares delivered pursuant to this Agreement acknowledges and agrees that the Company may refuse to register the transfer of and enter stop transfer orders against the transfer of such Shares except for transfers deemed by it in its sole discretion to be in compliance with the terms of this Agreement. The Company reserves the right to impose other requirements on the RSUs, any Shares acquired pursuant to the RSUs and the Participant’s participation in the 2015 French Restricted Share Unit Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the RSUs and the 2015 French Restricted Share Unit Plan and to the extent that these requirements are not in contradiction with the terms of the Subplan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements, undertakings or additional documents that may be necessary to accomplish the foregoing. The Participant agrees to take such other actions as may be deemed reasonably necessary or desirable by the Company to effect the provisions of this Agreement, as in effect from time to time. Each holder of Shares delivered pursuant to this Agreement or any prior agreement between the Company and the Participant acknowledges and agrees that the Company may impose a legend on any document relating to Shares issued or issuable pursuant to this Agreement conspicuously referencing the restrictions applicable to such Shares, and may instruct the administrator of any brokerage account into which Shares have been initially deposited to freeze or otherwise prevent the disposition of such Shares.

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23. Section 409A - Disability, Deferral Elections, Payments to Specified Employees, and Interpretation of Grant Terms. If the Participant is subject to income taxation on the income resulting from this Agreement under the laws of the United States, and the foregoing provisions of this Agreement would result in adverse tax consequences to the Participant, as determined by the Company, under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), then the following provisions shall apply and supersede the foregoing provisions to the extent permissible under the Subplan, notably in relation to the minimum Shares acquisition and holding periods:

    (a) Deferral elections made by U.S. taxpayers are subject to Section 409A of the Code. The Company will use commercially reasonable efforts to not permit RSUs to be deferred, accelerated, released, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code. In the event that it is reasonably determined by the Company that, as a result of Section 409A of the Code, delivery of the Shares underlying the RSU award granted pursuant to this Agreement may not be made at the time contemplated by the terms of the RSU award or the Participant’s deferral election, as the case may be, without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such share delivery as soon as practicable on or following the first day that would not result in the Participant’s incurring any tax liability under Section 409A of the Code, and in any event, no later than the last day of the calendar year in which such first date occurs.

(b) If the Participant is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), deliveries of shares in respect of any RSUs subject to Section 409A of the Code that are linked to the date of the Participant’s separation from service shall not be made prior to the date which is six (6) months after the date of the Participant’s separation from service from the Company or any of its Affiliates, determined in accordance with Section 409A of the Code and the regulations promulgated thereunder.

(c) The Company shall use commercially reasonable efforts to avoid subjecting the Participant to any additional taxation under Section 409A of the Code as described herein; provided that neither the Company nor any of its employees, agents, directors or representatives shall have any liability to the Participant with respect to Section 409A of the Code.

24. Electronic Delivery. The Company may, in its sole discretion, deliver by electronic means any documents related to the RSUs or the Participant’s future participation in the 2015 French Restricted Share Unit Plan. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the 2015 French Restricted Share Unit Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

25. Use of English Language/Utilisation de la langue anglaise. By accepting the RSUs, the Participant acknowledges and agrees that this Agreement, the Plan, the Subplan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the grant of RSUs, will be drawn up in English. The Participant acknowledges that he or she understands

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and is able to speak English. En acceptant l’attribution d’actions gratuites (RSUs), le Participant reconnait et accepteque le Certificat d’Attribution, le Plan, le Sous-plan, ainsi que tous autres documents, avis donnés et autres documents juridiques, relatifs à l’attribution d’actions gratuites (RSUs), soient rédigés en anglais. Le Participant reconnait qu’il ou elle comprend et parle l’anglais.

26. Repatriation; Compliance with Law.If the Participant is resident or employed outside the United States, the Participant agrees to repatriate all payments attributable to the Shares acquired under the 2015 French Restricted Share Unit Plan in accordance with applicable foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and Constituent Companies, as may be required to allow the Company and Constituent Companies to comply with local laws, rules and/or regulations in the Participant’s country of residence (and country of employment, if different). Further, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of residence (and country of employment, if different).

27.Insider Trading / Market Abuse Laws. By participating in the 2015 French Restricted Share Unit Plan, the Participant agrees to comply with the Company’s policy on insider trading. The Participant further acknowledges that the Participant may be subject to local insider trading and/or market abuse laws and regulations that are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is the Participant’s personal responsibility to comply with any applicable restrictions, and that the Participant should consult the Participant’s personal advisor on this matter.

28. Appendix B. Notwithstanding any provision of this Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for the Participant’s jurisdiction of residence (and jurisdiction of employment, if different) as set forth in Appendix B to the Agreement, if applicable, which shall constitute part of this Agreement.

29. Recoupment.The RSUs granted under this Agreement, and any Shares issued in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant. By accepting the grant of RSUs under this Agreement the Participant agrees and consents to the Company’s application, implementation and enforcement of (a) the recoupment policy and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the 2015 French Restricted Share Unit Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the

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Company. To the extent that the terms of this Agreement and the recoupment policy conflict, the terms of the recoupment policy shall prevail.

30. Amendments.The rights and obligations under this Agreement and their enforceability are subject to local tax and foreign exchange laws and regulations and, in this sense, the terms and conditions contained herein may be amended at the sole discretion of the Company and/or the Committee in order to comply with any such laws and regulations.

31. Data Protection. The Participant consents to the collection and processing (including international transfer) of personal data as set out in Appendix A for the purposes specified therein.

32. Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.

33. Electronic Signature. Participant acknowledges and agrees that by clicking the “Accept Grant Online” button on the “Grant Agreement & Essential Grant Terms” page of the myHoldings website (https://myholdings.accenture.com), it will act as the Participant’s electronic signature to this Agreement and will constitute Participant’s acceptance of and agreement with all of the terms and conditions of the RSUs, as set forth in this Agreement, the Essential Grant Terms, the Plan and the Subplan.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Date of Grant set forth on the attached Essential Grant Terms.

ACCENTURE PLC

        By:

Joel Unruch

General Counsel & Corporate Secretary

[IF NOT ELECTRONICALLY ACCEPTED]

PARTICIPANT

_______________________________

Signature

_______________________________

Print Name    

_______________________________

Date    

_______________________________

Employee ID

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APPENDIX A

DATA PROTECTION PROVISION

(a)By participating in the 2015 French Restricted Share Unit Plan or accepting any rights granted under it, the Participant consents to and authorizes the collection, processing and transfer by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates for the purposes of fulfilling their obligations and exercising their rights under the 2015 French Restricted Share Unit Plan, issuing certificates (if any), statements and communications relating to the 2015 French Restricted Share Unit Plan and generally administering and managing the 2015 French Restricted Share Unit Plan, including keeping records of analysis of and reporting on participation levels and other information about the 2015 French Restricted Share Unit Plan from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant’s employer.

        This includes the following categories of data (“Data”):

(i)Data already held in the Participant’s records such as the Participant’s name and address, ID number, payroll number, length of service and whether the Participant works full-time or part time;

(ii)Data collected upon the Participant accepting the rights granted under the 2015 French Restricted Share Unit Plan (if applicable);

(iii)Data subsequently collected by the Company or any of its Affiliates in relation to the Participant’s continued participation in the 2015 French Restricted Share Unit Plan, for example, data about shares offered or received, purchased or sold under the 2015 French Restricted Share Unit Plan from time to time and other appropriate financial and other data about the Participant and his or her participation in the 2015 French Restricted Share Unit Plan (e.g., the date on which shares were granted, termination of employment and the reasons of termination of employment or retirement of the Participant); and

(iv)Other personal information about the Participant, including, but not limited to, telephone number, date of birth, social insurance number, tax identification number, resident registration number or other identification number, salary, nationality, job title or any other information necessary for implementing, administering, and managing the 2015 French Restricted Share Unit Plan.

(b)Access to the Participant’s personal Data within the Company will be limited to those employees who have a need to know the information for the purposes described in this Appendix A, which may include personnel in HR, IT, Compliance, Legal, Finance and Accounting, Corporate Investigations and Internal Audit.

(c)The Company and its Affiliates shall retain the Data of the Participant for as long as necessary for the above mentioned purposes. In particular:

•the Company retains the Participant’s Data during the term of the 2015 French Restricted Share Unit Plan;

•the Company retains the Participant’s Data where it is required to do so by a legal obligation to which it is subject;

•the Company retains the Participant’s Data where this is advisable to safeguard or improve the Company’s legal position (for instance in relation to statutes of limitations, litigation, or regulatory investigations).

(d)This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates. The Participant has the right to withdraw its consent at any time by contacting the Company’s data protection officer at dataprivacyofficer@accenture.com.

(e)In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and to the following third parties for the purposes described in paragraph (a) above:

(i)Plan administrators, auditors, brokers, agents and contractors of, and third party service providers to, the Company or its Affiliates such as printers and mail houses engaged to print or distribute notices or communications about the 2015 French Restricted Share Unit Plan;

(ii)regulators, tax authorities, stock or security exchanges and other supervisory, regulatory, governmental or public bodies as required by law or otherwise deemed necessary by the Company or its Affiliates;

(iii)actual or proposed merger partners or proposed assignees of, or those taking or proposing to take security over, the business or assets of the Company or its Affiliates and their agents and contractors;

(iv)other third parties to whom the Company or its Affiliates may need to communicate/transfer the data in connection with the administration of the 2015 French Restricted Share Unit Plan, under a duty of confidentiality to the Company and its Affiliates; and

(v)the Participant’s family members, physicians, heirs, legatees and others associated with the Participant in connection with the 2015 French Restricted Share Unit Plan.

Not all countries, where the personal data may be transferred to, have an equal level of data protection as in the EU or the European Economic Area. Countries to which data are

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transferred include the USA and Ireland and other locations where the Company and its Affiliates, as applicable, administer the 2015 French Restricted Share Unit Plan. The Company has internal policies to ensure an equivalent level of protection is in place across the Company’s worldwide organization. Any transfers of the Participant’s personal Data to other offices of the Company will be governed by the Company’s binding corporate rules (a copy of which can be found at https://www.accenture.com/t00010101T000000Z__w__/gb-en/_acnmedia/PDF-52/Accenture-Public-Facing-BCR-June-2017.pdf). Any international transfers of the Participant’s personal Data to third parties (including those outside the EEA), will be based on an adequacy decision or are governed by the standard contractual clauses (a copy of which can be obtained from dataprivacy@accenture.com).

All national and international transfer of personal data is only done in order to fulfill the obligations and rights of the Company and/or its Affiliates under the 2015 French Restricted Share Unit Plan.

The Participant has the right to be informed whether the Company or its Affiliates hold personal data about the Participant and, to the extent they do so, to have access to those personal data at no charge and require them to be corrected if they are inaccurate and to request the erasure, request the restriction of processing or object to the processing and withdraw his or her consent. The Participant also has the right to request a copy or the portability of its personal Data which it provided to the Company. The Participant is entitled to all the other rights provided for by applicable data protection law, including those detailed in any applicable documentation or guidelines provided to the Participant by the Company or its Affiliates in the past. More detailed information is available to the Participant by contacting the appropriate local data protection officer in the country in which the Participant is based from time to time. If the Participant has a complaint regarding the manner in which personal information relating to the Participant is dealt with, the Participant should contact the appropriate local data protection officer referred to above. The Participant also has the right to lodge a complaint with the competent data protection authority.

(f)The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local data contact referred to above. The Participant understands, however, that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the 2015 French Restricted Share Unit Plan (and may result in the forfeiture of unvested RSUs). For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the data protection officer referred to above.

(g)Finally, upon request of the Company, the Participant agrees to provide an executed data privacy consent form (or any other agreements or consents that may be required by the

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Company) that the Company may deem necessary to obtain from the Participant for the purposes of administering the Participant’s participation in the 2015 French Restricted Share Unit Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that the Participant will not be able to participate in the 2015 French Restricted Share Unit Plan if the Participant fails to provide any such consent or agreement requested by the Company.

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APPENDIX C

Terms and Conditions

Additional RSUs Credited Pursuant to Section 5 of the Agreement

To the extent that Additional RSUs are granted to the Participant pursuant to Section 5 of the Agreement, the terms and conditions set forth in the Agreement shall apply to the Additional RSUs, except as provided below. Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Agreement or the Plan.

1.The Plan.Additional RSUs granted pursuant to Section 5 of the Agreement shall be subject to the terms of the Plan. Where appropriate, references in the Agreement to the “2015 French Restricted Share Unit Plan” are hereby replaced with the “Plan”.

2.Form and Timing of Issuance or Transfer.Notwithstanding Section 3(a) of the Agreement, if the Participant is resident or employed outside the United States, the Company, in its sole discretion, may provide for the settlement of the Additional RSUs in the form of:

(a)a cash payment (in an amount equal to the Fair Market Value of the Shares that corresponds with the number of vested Additional RSUs) to the extent that settlement in Shares (i) is prohibited under local law, (ii) would require the Participant, the Company or Constituent Company to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (or country of employment, if different), (iii) would result in adverse tax consequences for the Participant, the Company or Constituent Company or (iv) is administratively burdensome; or

(b)Shares, but require the Participant to sell such Shares immediately or within a specified period following the Participant’s termination of employment (in which case, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Shares on the Participant’s behalf).

3.    Adjustments Upon Certain Events. Notwithstanding any provision in the Agreement to the contrary, the following provision shall replace Section 4 of the Agreement in its entirety with respect to the Additional RSUs:

4.    Adjustments Upon Certain Events. In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares underlying Additional RSUs or other similar events (collectively, an “Adjustment Event”), the Committee may, in its sole discretion, adjust any Shares underlying Additional RSUs or Additional RSUs to reflect such Adjustment Event.

4.    Transferability Restrictions – Additional RSUs/Underlying Shares. Notwithstanding any provision in the Agreement to the contrary, the following provision shall replace Section 12 of the Agreement in its entirety:

12.    Transferability Restrictions – Additional RSUs/Underlying Shares.Additional RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 12 shall be void and unenforceable against any Constituent Company. Any Shares underlying Additional RSUs that are issued or transferred to the Participant shall be subject to compliance by the Participant with such policies as the Committee or the Company may deem advisable from time to time, including, without limitation, any policies relating to certain minimum share ownership requirements. Such policies shall be binding upon the permitted respective legatees, legal representatives, successors and assigns of the Participant. The Company shall give notice of any such additional or modified terms and restrictions applicable to Shares underlying Additional RSUs that are delivered or deliverable under this Agreement to the holder of the Additional RSUs and/or the Shares so delivered, as appropriate, pursuant to the provisions of Section 13 or, if a valid address does not appear to exist in the personnel records, to the last address known by the Company of such holder. Notice of any such changes may be provided electronically, including, without limitation, by publication of such changes to a central website to which any holder of the Additional RSUs or Shares issued therefrom has access.

5.    Tax Withholding. The following provisions shall replace Sections 14(b) and 14(c) of the Agreement in their entirety:

(b) To the extent that the crediting or vesting of the Additional RSUs, the delivery of Shares or cash pursuant to the Additional RSUs or issuance of dividends results in a withholding obligation for Tax-Related Items, unless otherwise specifically approved and directed by the Committee, the Participant authorizes the Company, Constituent Company or agent of the Company or Constituent Company to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Constituent Company; (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the Additional RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding from the Shares to be delivered upon

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settlement of the Additional RSUs that number of Shares having a Fair Market Value equal to the amount required by law to be withheld. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. The Company shall repay any excess amounts due to the Participant within, where administratively feasible, thirty (30) days of withholding.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Additional RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

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EXHIBIT 1-A

Determination of RSU Vesting pursuant to Section 1(c) of the Agreement

1.    Determine Percentile Rank (PR) for each of the Comparison Companies in accordance with the following formula:

PR = (PB/N)(100)

Where:

PB = ordinal position from the lowest TSR among the Comparison Companies. The Comparison Company with the lowest TSR is the first position from the bottom.

N = number of Comparison Companies in the computation.

2.    After determining and ordering the PR for each Comparison Company, if the TSR of the Company is equal to the TSR of any other Comparison Company (rounded to the nearest 0.01), then the Company’s PR shall equal the PR of such Comparison Company. If the Company’s TSR is not equal to the TSR of any other Comparison Company, then the Company’s PR shall be determined by interpolation, using the TSRs and PRs of the Comparison Companies having the next highest and next lowest TSRs in comparison to the Company’s TSR. If there is no Comparison Company with a TSR that is higher than the Company’s TSR, then the Company’s PR shall be 100. If there is no Comparison Company with a TSR that is lower than the Company’s TSR, then the Company’s PR shall be equal to the PR of the lowest ranked Comparison Company.

3.    Upon determining the PR of the Company, the percentage of maximum RSUs granted under the Agreement that vest shall be determined as follows:

Performance level	Company PR (measured as a percentile)	Percentage of maximum RSUs granted under the Agreement that vest
Maximum	The Company is ranked at or above the 75th percentile.	25%
Target	The Company is ranked at the 60th percentile.	16.67%
Threshold	The Company is ranked at the 40th percentile.	8.33%
	The Company is ranked below the 40th percentile.	0%

If the Company’s Percentile Rank is at the 40th percentile or above, but below the 75th percentile, the percentage of RSUs that vest will be determined by linear interpolation between the applicable Percentile Ranks shown above, taking into account that where the Company is ranked at the 60th percentile, 16.67% of the RSUs granted under the Agreement will vest.

EXHIBIT 1-B

Determination of RSU Vesting pursuant to Section 1(d) of the Agreement

1.    Determine the Company actual percentage of Target Cumulative Operating Income (“AP”) by dividing the Company’s Actual Cumulative Operating Income by the Target Cumulative Operating Income and expressing the result as a percentage (the resulting percentage being referred to as the “Performance Rate” or “PR”).

2.    Upon determining the Company’s Performance Rate, the percentage of maximum RSUs granted under the Agreement that vest shall be determined as follows:

Performance level	Company’s Performance Rate	Percentage of RSUs granted under the Agreement that vest
Maximum	110% or greater	75%
Target	100%	50%
Threshold	80%	25%
	Less than 80%	0%

If the Company’s Performance Rate is 80% or above, but below 110%, then the percentage of RSUs that vest will be determined by linear interpolation between the applicable Performance Rates shown above, taking into account that where the Performance Rate is 100%, 50% of the RSUs granted under the Agreement will vest.

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EX-10.5

Exhibit 10.5

STANDARD FORM OF

ACCENTURE LEADERSHIP PERFORMANCE EQUITY AWARD

RESTRICTED SHARE UNIT AGREEMENT

FOR THE 2015 FRENCH RESTRICTED SHARE UNIT PLAN

(Fiscal 2020)

Terms and Conditions

This Agreement (as defined below) is between Accenture plc (the “Company” or “Accenture”) and the Participant.

WHEREAS, the Participant acknowledges and agrees that in the course of Participant’s association with the Company and its Affiliates (the “Constituent Companies”), the Participant has been, and will be, provided with access to Confidential Information;

WHEREAS, the Participant acknowledges and agrees that in the course of Participant’s association with the Constituent Companies, the Participant has been, and will be, provided with access to Trade Secrets in accordance with protocols and procedures that the Participant expressly acknowledges were appropriate to protect such Trade Secrets;

WHEREAS, the Participant acknowledges and agrees that in the course of Participant’s association with the Constituent Companies, the Participant may, directly or indirectly, solicit or assist in soliciting clients or prospective clients of the Company and its Affiliates;

WHEREAS, the Participant acknowledges and agrees that such Confidential Information, Trade Secrets, and client or prospective client relationships of the Constituent Companies, as well as investments by the Constituent Companies in the training, skills, capabilities, knowledge and experience of their employees are extremely valuable assets, and that the Constituent Companies have invested and will continue to invest substantial time, effort and expense to develop Confidential Information, Trade Secrets, client or prospective client relationships, and the training, skills, capabilities, knowledge and experience of their employees, and which the Constituent Companies have taken all reasonable steps to protect;

WHEREAS, the Participant acknowledges and agrees that the terms and conditions set forth in this Agreement are reasonable, fair, and necessary to protect the Constituent Companies’ legitimate business interests as described in the foregoing recital clauses; and

WHEREAS, the Participant acknowledges and agrees that the restricted share units (“RSUs”) granted pursuant to Section 1 are good and valuable consideration for, and conditioned upon, the Participant’s full compliance with the terms and conditions set forth in this Agreement, and that the Participant would forfeit such RSUs pursuant to Section 6 in the event the Participant were to engage in any of the activities defined in Section 6(c).

NOW, THEREFORE, for such good and valuable consideration, the Participant hereby covenants and agrees to the following terms and conditions, including, but not limited to, the provisions set forth in Sections 6(b) and 6(c), all of which the Participant acknowledges and

agrees are reasonably designed to protect the legitimate business interests of the Constituent Companies and which will not unreasonably affect the Participant’s professional opportunities following termination of Participant’s association with the Constituent Companies.

1.Grant of RSUs.

(a)The Company hereby grants the number of RSUs set forth in the Essential Grant Terms (as defined below) to the Participant set forth in the Essential Grant Terms, on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms of the Amended and Restated Accenture plc 2010 Share Incentive Plan (the “Plan”) as amended by the subplan for Restricted Share Units in France (the “Subplan” and, together with the Plan, collectively, the “2015 French Restricted Share Unit Plan”), which 2015 French Restricted Share Unit Plan, as amended from time to time, is incorporated herein by reference and made a part of this Agreement (as defined below) and pursuant to the authorization given by the February 7, 2018 shareholders meeting of the Company. Each RSU represents the unfunded, unsecured right of the Participant to receive and retain a Share on the date(s) specified herein, subject to the conditions specified herein. Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the 2015 French Restricted Share Unit Plan.

(b)This grant of RSUs is subject to the Accenture Leadership Performance Equity Award Restricted Share Unit Agreement Essential Grant Terms (the “Essential Grant Terms”) displayed electronically on the “Grant Agreement & Essential Grant Terms” page of the myHoldings website (https://myholdings.accenture.com) and the Supplemental Restricted Share Unit Agreement for the 2015 French Restricted Share Unit Agreement Terms and Conditions which together constitute the Accenture Leadership Performance Equity Award Restricted Share Unit Agreement (the “Agreement”).

2.Vesting Schedule.

(a)Subject to the Participant’s continued employment with any of the Constituent Companies, the RSUs shall vest pursuant to the vesting schedule set forth in the Essential Grant Terms (as modified by this Agreement) until such RSUs are one hundred percent (100%) vested. Upon the Participant’s termination of employment for any reason, any unvested RSUs shall immediately terminate, and no further Shares shall be issued or transferred under Section 3 of this Agreement in respect of such unvested RSUs; provided, however, that if (i) the Participant’s employment with the Constituent Companies terminates due to the Participant’s death or Disability, the RSUs granted hereunder shall vest with respect to one hundred percent (100%) of the RSUs held by the Participant on the date of such termination of employment, or (ii) the Participant’s employment with the Constituent Companies terminates due to (A) an Involuntary Termination or (B) a Qualifying SMD Departure, a number of RSUs granted hereunder shall vest on the date of such termination equal to the total number of RSUs that would have otherwise vested within the twelve (12) month period immediately following such termination.

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(b)    For purposes of this Agreement:

(i)    “Cause” shall have the meaning set forth in Section 3(d) below.

(ii)    “Disability” shall mean a termination which results from a determination of “disability (“constat d’inaptitude”) as that term is defined by French law (article L 341-4 of the French Social Security Code).

(iii)    “Involuntary Termination” shall mean termination of employment by or with the agreement of the employing Constituent Company (other than for Cause or Disability) which is not voluntary and which is recorded as “involuntary” by the Company. A Qualifying SMD Departure, resignation or other voluntary termination of employment by the Participant is not an Involuntary Termination.

(iv)    “Qualifying SMD Departure” shall mean a voluntary termination of employment by the Participant with the agreement of the Company (other than by reason of death, Cause or Disability) that satisfies the Company’s applicable requirements when the Participant is a Senior Managing Director (“SMD”) located in a jurisdiction designated by the Company’s Chief Leadership & Human Resources Officer and has at least fifteen (15) years of continuous service with the Constituent Companies immediately preceding the effective date of the termination, of which at least three (3) years were as an SMD.

3.Form and Timing of Issuance or Transfer.

(a)In General.

(i) The Company shall issue or cause there to be transferred to the Participant that number of Shares as set forth in the Essential Grant Terms, until all of the Shares underlying the vested RSUs have been issued or transferred; provided that on each such delivery date, a number of RSUs equal to the number of Shares issued or transferred to the Participant shall be extinguished. Shares underlying vested RSUs shall not be released before the first anniversary of the date of grant (the “Grant Date”), except in cases of death or Disability.

(ii) At the discretion of the Company, the Company may issue or transfer Shares underlying vested RSUs to the Participant earlier than the dates set forth in the Essential Grant Terms to the extent required to satisfy tax liabilities arising in connection with this RSU grant but in no event shall such issuance or transfer occur before the first anniversary of the Grant Date, except in cases of death or Disability. Notwithstanding the foregoing, if the conditions set forth in Section 21 of this Agreement are satisfied, Section 21 shall supersede the foregoing.

(iii) Notwithstanding Section 3(a)(i), the Company, in its sole discretion, may require the Participant to sell Shares obtained hereunder immediately or within a specified period following the Participant’s termination of employment (in which case, the Participant hereby agrees that the Company shall have the authority to issue sale

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instructions in relation to such Shares on the Participant’s behalf), provided such sale is not prohibited under French law, notably in consideration of any minimum holding period that would be required under French law. Notwithstanding any other provision of this Agreement, if a Participant transfers his or her employment to a country other than France, the Company may, in its sole discretion, defer the release of any Shares underlying RSUs that would otherwise have been released to the Participant before the second anniversary of the Grant Date until the second anniversary of the Grant Date.  In addition, the Company may take any other action as it deems necessary or advisable for the purpose of complying with any applicable laws and regulations in connection with such transfer.

(b)Death.    Notwithstanding Section 3(a) of this Agreement, if (i) the Participant’s employment with the Constituent Companies terminates due to the Participant’s death, the Company shall at the request of his or her heirs, provided such request is made within 6 months as from the date of death, issue or cause to be transferred to the Participant or to his or her estate, as the case may be, a number of Shares equal to the aggregate number of RSUs granted to the Participant hereunder (rounded down to the next whole Share) as soon as practicable following such termination of employment, at which time a number of RSUs equal to the number of Shares issued or transferred to the Participant or to his or her estate shall be extinguished; or (ii) the Participant dies following a Qualifying SMD Departre or an involuntary not for Cause termination of employment with the Constituent Companies, the Company shall, at the request of his or her heirs, provided such request is made within 6 months as from the date of death, issue or cause to be transferred to the Participant or to his or her estate, as the case may be, a number of Shares equal to the number of vested but previously unreleased Shares, if any (rounded down to the next whole Share), at which point any future obligation to issue or transfer Shares to the Participant or to his or her estate will be extinguished.

(c)Disability. Notwithstanding Section 3(a) of this Agreement, if the Participant’s employment with the Constituent Companies terminates due to the Participant’s Disability, the Company shall issue or cause there to be transferred a number of Shares equal to the aggregate number of RSUs granted to the Participant hereunder (rounded down to the next whole Share) as soon as practicable following such termination of employment, at which time a number of RSUs equal to the number of Shares issued or transferred shall be extinguished.

(d)Notwithstanding Sections 3(a), (b) and (c) of this Agreement, upon the Participant’s termination of employment with the Constituent Companies for Cause or to the extent that the Participant otherwise takes such action that would constitute Cause, to the extent legally permissible, any outstanding RSUs shall immediately terminate. For purposes of this Agreement, “Cause” shall mean “cause” as defined in any employment or consultancy agreement (or similar agreement) or in any letter of appointment then in effect between the Participant and the Company or any Affiliate or if not defined therein (it being the intent that the definition of “Cause” shall include, at a minimum, the acts set forth below), or if there shall be no such agreement, to the extent legally permissible, (a) the Participant’s embezzlement, misappropriation of corporate funds, or other material acts of dishonesty, (b) the Participant’s commission or conviction of any felony, or of any misdemeanor involving moral turpitude, or entry of a plea of guilty or nolo contendere to any felony or misdemeanor, (c) engagement in any

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activity that the Participant knows or should know could harm the business or reputation of the Company or an Affiliate, (d) the Participant’s material failure to adhere to the Company’s or an Affiliate’s corporate codes, policies or procedures as in effect from time to time, (e) the Participant’s continued and material failure to meet minimum performance standards as determined by the Company or an Affiliate, (f) the Participant’s violation of any statutory, contractual, or common law duty or obligation to the Company or an Affiliate, including, without limitation, the duty of loyalty, or (g) the Participant’s material breach of any confidentiality or non-competition covenant entered into between the Participant and the Company or an Affiliate, including, without limitation, the covenants contained in this Agreement. The determination of the existence of Cause shall be made by the Company in good faith, which determination shall be conclusive for purposes of this Agreement.

4.Adjustments Upon Certain Events. In accordance with the 2015 French Restricted Share Unit Plan, the number of Awards granted as well as the number of Shares to be delivered shall not be modified or adjusted, except:

(a)In cases which would be authorized or rendered compulsory under French law. Currently, article L. 225-197-1 III of the French Commercial Code provides that shares can be exchanged without net balancing cash adjustment in the event of a merger or spin-off operation performed before the delivery of the Shares to the Participant.

(b)In the event of operations performed on the share capital of the Company before the delivery of the Shares; in which cases the Committee is authorized to adjust the number of Shares to be delivered but only in order to protect the rights of the Participant and to guarantee the neutrality of such operations.

5.Dividends. If on any date while RSUs are outstanding hereunder the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of RSUs granted to the Participant shall, as of such dividend payment date, be increased by a number of RSUs equal to: (a) the product of (x) the number of RSUs held by the Participant as of the related dividend record date, multiplied by (y) the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash, the per Share value of such dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a Share on the payment date of such dividend. In the case of any dividend declared on Shares that is payable in the form of Shares, the number of RSUs granted to the Participant shall be increased by a number equal to the product of (a) the aggregate number of RSUs held by the Participant through the related dividend record date, multiplied by (b) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Any additional RSUs granted pursuant to this Section 5 (“Additional RSUs”) shall be subject to the terms and conditions contained in Appendix C.

6.Cancellation and Rescission of RSUs and Shares Underlying RSUs.

(a)Upon any transfer or issuance of Shares underlying RSUs, the Participant shall certify in a manner acceptable to the Company that the Participant is in compliance with the terms and conditions of this Agreement and the 2015 French Restricted Share Unit Plan.

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(b)    In the event that (i) the Participant engages in any activity that could serve as a basis for the termination of the Participant for Cause, (ii) the Participant’s employment with any of the Constituent Companies is terminated for Cause, or (iii) the Participant engages in any of the activities defined in subsection (c) below, the Company may require the Participant, to the extent legally permitted under French law, to transfer to the Company up to a number of Shares equal to the number of Shares that have been issued or transferred under this Agreement (as adjusted based on Section 4 above) and without regard to whether the Participant continues to own or control such previously delivered Shares, and the Participant shall bear all costs of transfer, including any transfer taxes that may be payable in connection with such transfer. Upon a showing satisfactory to the Company by Participant that the value of the Shares subject to transfer as described above exceeds the value of the actual benefit received by the Participant (as measured by the gross proceeds the Participant received upon the sale of Shares issued or transferred under this Agreement), then, with respect to such sold Shares, the transfer of Shares required under this Section 6(b) shall be limited to a number of Shares equivalent in value to such actual benefit received by the Participant. Upon receiving a demand from the Company to transfer Shares to the Company pursuant to this subsection, the Participant shall effect the transfer of Shares to the Company by no later than ten (10) business days from the date of the Company’s demand. For the avoidance of doubt, if the Participant holds the position of Senior Managing Director or above (or any comparable level of seniority) and engages in any of the activity set forth in subsection (c)(i), the Company may require the Participant, to the extent legally permitted, to transfer to the Company up to a number of Shares equal to the number of Shares that have been issued or transferred under this Agreement (as adjusted based on Section 4 above), as well as a number of Shares that have been issued or transferred under any prior agreement between the Company and the Participant, without regard to whether the Participant continues to own or control such previously delivered Shares and without regard to the actual benefit received by the Participant with respect to any Shares sold by the Participant, and the Participant shall bear all costs of transfer, including any transfer taxes that may be payable in connection with such transfer. Similarly, in the event that (i) the Participant engages in any activity that could serve as a basis for the termination of the Participant for Cause or (ii) the Participant engages in any of the activities defined in subsection (c) below, in either case at any time prior to the date that any Shares underlying RSUs granted under this Agreement have been issued or transferred, the RSUs granted hereunder (both vested and unvested) shall be forfeited immediately.

(c)In the event Participant engages in any of the activities defined in this subsection, Participant agrees to transfer Shares to the Company in accordance with any demand received from the Company for the transfer of Shares under subsection 6(b) above and/or that his or her award of RSUs will be forfeited in its entirety, as applicable:

(i)if the Participant’s employment with any of the Constituent Companies terminates while the Participant holds the position of Senior Managing Director or above (or any comparable level of seniority), the Participant shall not, for a period of twelve months following the termination of the Participant’s employment with any of the Constituent Companies associate (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder,

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associate, employee, member, consultant, contractor or otherwise) with any Competitive Enterprise (or any of the affiliates, related entities, successors, or assigns of any Competitive Enterprise) that: (1) is identified on the list of competitors maintained by the Company on the myHoldings website (which list may be updated by the Company from time to time) as a Global Accenture Competitor or as being a competitor of any Restricted Business, and/or (2) is otherwise a competitor of any Restricted Business; provided, however, that with respect to the equity of any Competitive Enterprise which is or becomes publicly traded, the Participant’s ownership as a passive investor of less than one percent (1%) of the outstanding publicly traded stock of a Competitive Enterprise shall not be deemed a violation of this subsection 6(c)(i);

(ii)the Participant shall not, for a period of twelve months following the termination of the Participant’s employment with the Constituent Companies, directly or indirectly(A)solicit, or assist any other individual, person, firm or other entity in soliciting, any Restricted Client or Restricted Prospective Client for the purpose of performing or providing any Relevant Services; (B) perform or provide, or assist any other individual, person, firm or other entity in performing or providing, Relevant Services for any Restricted Client or Restricted Prospective Client; or (C) interfere with or damage (or attempt to interfere with or damage) any relationship and/or agreement between the Company or any Affiliates and a Restricted Client or Restricted Prospective Client;

(iii)the Participant shall not, for a period of twelve months following the termination of the Participant’s employment with the Constituent Companies, directly or indirectly, solicit, employ or retain, or assist any other individual, person, firm or other entity in soliciting, employing or retaining, any employee or other agent of the Company or an Affiliate, (A) with whom the Participant has had material dealings; (B) from whom, or as a result of contact with whom, the Participant has obtained Confidential Information or Trade Secrets; or (C) whom the Participant has supervised on a client or prospective client engagement, in the twenty-four months preceding the termination of the Participant’s employment with the Constituent Companies; or

(iv)the Participant shall not, unless the Participant has received the prior written consent of the Company or its Affiliates or is otherwise required by law, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disseminate, divulge, disclose, reveal, share, provide access to, reproduce, copy, distribute, publish, appropriate, or otherwise communicate any Confidential Information or Trade Secrets at any time following the termination of the Participant’s employment with the relevant Constituent Company. If the Participant is requested or required pursuant to any legal, governmental or investigatory proceeding or process or otherwise, to disclose any Confidential Information or Trade Secrets, the Participant shall promptly notify the Company in writing so that the Company may seek a protective order or other appropriate remedy, or, if it chooses, waive compliance with the applicable provision of this Agreement. The Participant’s obligation of non-disclosure as set forth herein shall continue for so long as such item continues to constitute Confidential Information. Notwithstanding the foregoing, if the Participant makes a confidential disclosure of a

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Trade Secret or other Confidential Information to a government official or an attorney for the sole purpose of reporting or investigating a suspected violation of law, or in a court filing under seal, the Participant shall not be held liable under this Agreement or under any federal or state trade secret law for such a disclosure. Additionally, if the Participant files a lawsuit in the United States for retaliation by the Company for reporting a suspected violation of the law, the Participant may disclose Trade Secret information to the Participant’s attorney, and can use the Trade Secret information in sealed filings in the court proceeding, or pursuant to a court order, as long as the Participant does not otherwise disclose the Trade Secret.

(d)In the event that (i) the Participant’s employment with any of the Constituent Companies is terminated for Cause, or (ii) the Participant engages in any of the activities defined in subsection (c) above, the Company’s remedy shall be limited to the recovery of Shares as set forth in subsection (b) above; provided, however, that nothing in this Agreement is intended to or should be interpreted as diminishing any rights and remedies that Affiliates may have, at law or equity, related to investments by the Constituent Companies in Confidential Information, Trade Secrets, clients and prospective client relationships, and the training, skills, capabilities, knowledge and experience of employees, including, but not limited to, any rights and remedies set forth in the Participant’s employment agreement, confidentiality agreement, intellectual property agreement, restrictive covenant agreement, or any other agreement entered into between the Participant and an Affiliate of the Company.

(e)For purposes of this Agreement:

(i)“Alliance Entity” shall mean any Legal Entity with whom the Company and/or any Affiliate has entered into an alliance agreement, joint venture agreement or any other legally binding go-to-market agreement, resale agreement or any agreement to combine offerings, products and/or services, or (without limiting the foregoing) any Legal Entity in which Accenture and/or any Affiliate has an interest, whether or not a Controlling Interest; provided always that the term “Alliance Entity” shall not include: (A) any Competitive Enterprise, (B) any contractor and/or sub-contractor of Accenture and/or any Affiliate, and/or (C) any sales, buying and/or marketing agent of Accenture.

(ii)“Competitive Enterprise” shall mean a business enterprise that engages in, or owns or controls a significant interest in any entity that engages in, the performance of services of the type provided by the Company, its Affiliates and/or their predecessors. “Competitive Enterprise” shall include, but not be limited to, the entities set forth on the list maintained by the Company on the myHoldings website, which list may be updated by the Company from time to time.

(iii)“Confidential Information” shall include: (A) lists and databases of the Company’s or any Affiliate’s clients, including names of clients; (B) lists and databases of prospective clients whom the Company or any Affiliate has taken material steps to win business from; (C) confidential details of the Company’s and Affiliates’ or any of their clients’ or suppliers’ products and services; (D) commercial or technical information of the Company or any Affiliate or any other Knowledge Capital; (E)

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financial information and plans of the Company or any Affiliate; (F) prices/pricing structures/hourly rates of the Company or any Affiliates, including any discounts, terms of credit and preferential terms, costs and accounting; (G) lists and databases of the Company’s or any Affiliate’s suppliers; (H) any personal data belonging to the Company or any Affiliate or any client or business associate, affiliate or employee or contractor of the Company or its Affiliates; (I) terms of the Company’s or any Affiliate’s business with clients, suppliers and Alliance Entities; (J) lists and databases of the Company’s or any Affiliate’s employees, officers and contractors; (K) details of employees, officers and contractors of the Company or any Affiliate, including but not limited to their remuneration packages and terms of employment/engagement; (L) object or source codes and computer software; (M) any proposals relating to the acquisition or disposal of a company or business or any part thereof; (N) details of responses by the Company or any Affiliate to any request for proposal or tender for work (whether competitive or not), and of any contract negotiations; (O) intellectual property rights owned by or licensed to the Company or its Affiliates or any of their clients or suppliers; (P) any Company or Affiliate document marked as “confidential” (or with a similar expression), or any information or document which the Participant has been told is confidential or which the Participant might reasonably expect the Company or an Affiliate or client or supplier or the relevant discloser would regard as confidential; (Q) any information which has been given to the Company or any Affiliate in confidence by clients, suppliers or other third parties; (R) any of the foregoing which belongs, or which otherwise relates, to any past or present Alliance Entity or to any Legal Entity that Accenture or any Affiliate intends to make an Alliance Entity; and (S) details of any agreement, arrangement or otherwise (whether formal or informal) that the Company or any Affiliate has entered into with any Alliance Entity.

(iv) “Controlling Interest” shall mean (A) ownership by a Legal Entity of at least a majority of the voting interest of another Legal Entity or (B) the right or ability of such Legal Entity, whether directly or indirectly, to direct the affairs of another by means of ownership, contract, or otherwise.

(v)“Knowledge Capital” shall mean any reports, documents, templates, studies, software programs, delivery methods, specifications, business methods, tools, methodologies, inventions, processes, techniques, analytical frameworks, algorithms, know how and/or any other work product and materials, proprietary to the Company and/or any Affiliate which is used by the Company and/or any Affiliate to perform services for its or their clients.

(vi)“Legal Entity” shall mean any body corporate, branch partnership, joint venture or unincorporated association or other organization carrying on a trade or other activity with or without a view to profit.

(vii)“Relevant Services” shall mean the performance of any services of the type provided by the Company, its Affiliates and/or their predecessors at any time, past,

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present or future, including, but not limited to, consulting services, technology services, and/or outsourcing services.

(viii)“Restricted Business” shall mean each of the businesses of each Constituent Company, as such businesses are listed as “Accenture Businesses” on the list of Competitive Enterprises maintained by the Company on the myHoldings website, which list may be updated by the Company from time to time, (A) in respect of whom the Participant holds Confidential Information or Trade Secrets at the time of the termination of employment with the Constituent Companies or (B) to which business the Participant has provided services, has been materially concerned or has been responsible in the twenty-four months preceding the termination of the Participant’s employment with the Constituent Companies.

(ix)“Restricted Client” shall mean any person, firm, corporation or other organization to whom the Participant directly or indirectly performed or assisted in performing Relevant Services, or with which the Participant otherwise had material contact, or about which the Participant learned Confidential Information or Trade Secrets, within the twenty-four months prior to the date on which the Participant’s employment with the Constituent Companies terminated.

(x)“Restricted Prospective Client” shall mean any person, firm, corporation, or other organization with which the Participant directly or indirectly had any negotiations or discussions regarding the possible performance of services by the Company, or about which the Participant learned Confidential Information or Trade Secrets within the twelve months prior to the date of the Participant’s termination of employment with the Constituent Companies.

(xi)“Solicit” shall mean to have any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.

(xii)“Trade Secrets” shall include information relating to the Company and its Affiliates, and their respective clients, prospective clients or Alliance Entities, that is protectable as a trade secret under applicable law, including, without limitation, and without regard to form: technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, business and strategic plans, product plans, source code, software, unpublished patent applications, customer proposals or pricing information or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

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(f)If, during the twelve month period following the termination of the Participant’s employment with the Constituent Companies, the Participant is presented with an opportunity that might involve participation in any of the activities defined in Section 6(c) above, the Participant shall notify the Company in writing of the nature of the opportunity (the “Conflicting Activity”). Following receipt of sufficient information concerning the Conflicting Activity, the Company will advise the Participant in writing whether the Company considers the Participant’s RSUs to be subject to Section 6(b)(ii) above. The Company retains sole discretion to determine whether the Participant’s RSUs are subject to Section 6(b)(ii) and to alter its determination should additional or different facts become known to the Company.

7.Data Protection. The Participant consents to the collection and processing (including international transfer) of personal data as set out in Appendix A for the purposes specified therein.

8.Collateral Agreements. As a condition to the issuance or transfer of the Shares underlying the RSUs granted hereunder, the Participant shall, to the degree reasonably required by the Company, (a) execute and return to the Company a counterpart of this Agreement (or, if acceptable to the Company, acknowledge receipt and agreement of the terms of this Agreement electronically), all in accordance with the instructions provided by the Company and (b) to the extent required by the Company, either (i) execute and return an employment agreement, a consultancy agreement, a letter of appointment and/or an intellectual property agreement, in form and substance satisfactory to the Company, or (ii) provide evidence satisfactory to the Company that the agreements referenced in clause (i) have been previously executed by the Participant.

9.Nature of Grant. In accepting the grant, the Participant acknowledges, understands and agrees that:

(a)the 2015 French Restricted Share Unit Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Board at any time except that a modification which could impact on the participant’s rights or entitlements would be subject to French legal requirements;

(b)the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs (whether on the same or different terms), or benefits in lieu of RSUs, even if RSUs have been granted in the past;

(c)all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Committee, including, but not limited to, the form and timing of the grant, the number of Shares subject to the grant, and the vesting provisions applicable to the grant;

(d)the RSU grant and the Participant’s participation in the 2015 French Restricted Share Unit Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any Constituent Company and shall not

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interfere with the ability of the Company, or Constituent Company, as applicable, to terminate Participant’s employment or service relationship;

(e)the Participant is voluntarily participating in the 2015 French Restricted Share Unit Plan;

(f)Shares will be issued to the Participant only if the vesting conditions are met and any necessary services are rendered by the Participant over the vesting period;

(g)the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation;

(h)the RSUs and the Shares subject to the RSUs, and the income and value thereof, are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and is not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(i)the future value of the Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty;

(j)no claim or entitlement to compensation or damages shall arise from forfeiture of RSUs resulting from the Participant ceasing to be employed or otherwise providing services to the Company or Constituent Company;

(k)unless otherwise provided herein, in the 2015 French Restricted Share Unit Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and

(l)if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that neither the Company nor any Constituent Companyshall be liable for any exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

10.No Rights of a Shareholder. The Participant shall not have any rights as a shareholder of the Company until the Shares in question have been registered in the Company’s register of shareholders.

11.Legend on Certificates. Any Shares issued or transferred to the Participant pursuant to Section 3 of this Agreement shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the 2015 French Restricted

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Share Unit Plan or the rules, regulations, and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which such Shares are listed, any applicable U.S. Federal or state laws or relevant securities laws of the jurisdiction of the domicile of the Participant or to ensure compliance with any additional transfer restrictions that may be in effect from time to time, and the Committee may cause a legend or legends to be put on any certificates representing such Shares to make appropriate reference to such restrictions.

12.Transferability Restrictions – RSUs/Underlying Shares.

(a)RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 12 shall be void and unenforceable against any Constituent Company.

(b)Except in the event of death, Disability and any further specific provision set out in the French Commercial Code with respect to a minimum holding period, from and after the definitive date of their release, none of the Shares issued or transferred pursuant hereto may be transferred or disposed of in any fashion until the second anniversary of the Grant Date.

(c)In addition, no Shares issued or transferred pursuant hereto may be transferred or disposed of within the periods as set forth in Article L. 225-197-1, I of the French Commercial Code, as the same may be amended, modified or replaced while the Participant holds such Shares. Such periods are:

(i)the period within thirty calendar days before the announcement of an interim financial report or an end-of-year report that the Company is required to make public; and

(ii)at all times by officers of the Company and employees having knowledge of privileged information within the meaning of Article 7 Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6 / EC of the European Parliament and of the Council and Commission Directives 2003/124 / EC, 2003/125 / EC and 2004/72 / EC, which has not been made public.

(d)Any Shares issued or transferred to the Participant shall be subject to compliance by the Participant with such policies as the Committee or the Company may deem advisable from time to time, including, without limitation, any policies relating to certain minimum share ownership requirements. Such policies shall be binding upon the permitted respective legatees, legal representatives, successors and assigns of the Participant. The Company shall give notice of any such additional or modified terms and restrictions applicable to Shares delivered or deliverable under this Agreement to the holder of the RSUs and/or the Shares so delivered, as appropriate, pursuant to the provisions of Section 13 or, if a valid address does not appear to exist in the personnel records, to the last address known by the Company of such holder. Notice of any such changes may be provided electronically, including, without

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limitation, by publication of such changes to a central website to which any holder of the RSUs or Shares issued therefrom has access.

13.Notices. Any notice to be given under this Agreement shall be addressed to the Company in care of its General Counsel at:

Accenture

161 N. Clark Street

Chicago, IL 60601

USA

Telecopy: +1 (312) 652-5619

Attn: General Counsel

(or, if different, the then current principal business address of the duly appointed General Counsel of the Company) and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

14.Tax Withholding.

(a)Regardless of any action the Company or Constituent Company takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefit, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and Constituent Company (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the delivery or sale of any Shares acquired pursuant to the RSUs and the issuance of any dividends, and (ii) do not commit to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.

(b)To the extent that the grant or vesting of the RSUs, the delivery of Shares acquired pursuant to the RSUs or the issuance of dividends results in a withholding obligation for Tax-Related Items, unless otherwise specifically approved and directed by the Committee, the Participant authorizes the Company, Constituent Company or agent of the Company or Constituent Company to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Constituent Company or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent). If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

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(c)Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. The Company shall repay any excess amounts due to the Participant within, where administratively feasible, thirty (30) days of withholding. 

(d)The Participant agrees to pay to the Company or Constituent Company, any amount of Tax-Related Items that the Company or Constituent Company may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares, or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

(e)The Participant hereby acknowledges that he or she will not be entitled to any interest or appreciation on Shares sold to satisfy the tax withholding requirements (including with respect to any amounts withheld in excess of the Participant’s tax liability). 

(f)If the Participant is not a French tax resident at the time the Participant sells Shares acquired pursuant to the RSUs, the Participant agrees to promptly notify the Company or Constituent Company of, and provide details regarding, such sale.  Further, the Participant authorizes the Company and/or Constituent Company to collect the French income tax liability resulting from such sale (including a sale of Shares to the Company), as determined by the Company or Constituent Company, in its sole discretion, through one or more of the withholding methods identified in paragraph (b) above.  If such French income tax liability is not collected through such withholding method(s), the Participant agrees to promptly pay to the Company or Constituent Company such amount upon request.

15.Choice of Law and Dispute Resolution.

(a)THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

(b)Subject to subsections (c) through (f), any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance and/or termination of this Agreement and any amendment thereto (including without limitation the validity, scope and enforceability of this arbitration provision) (each a “Dispute”) shall be finally settled by arbitration conducted by a single arbitrator in New York in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce (“ICC”), except that the parties may select an arbitrator who is a national of the same country as one of the parties. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the ICC shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in

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the English language. In the event of any arbitration between the parties, the Company shall consent to a request by the Participant to hold arbitral proceedings, including any evidentiary hearings, in the country in which the Participant principally conducts his/her business for the convenience of the parties and witnesses, it being understood, however, that the legal situs of the arbitration shall remain in New York. Each side will bear its own costs and attorneys’ fees.

(c)Either party may bring an action or proceeding in any court having jurisdiction thereof for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and/or in support of the arbitration as permitted by any applicable arbitration law and, for the purposes of this subsection (c), each party expressly consents to the application of subsections (e) and (f) to any such suit, action or proceeding.

(d)Judgment on any award(s) rendered by the tribunal may be entered in any court having jurisdiction thereof.

(e)(i)     Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Courts located in New York, United States for the purpose of any suit, action or proceeding brought in accordance with the provisions of subsection (c). The parties acknowledge that the forum designated by this subsection (e) has a reasonable relation to this Agreement, and to the parties’ relationship with one another.

    (ii)    The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to any right to assert personal jurisdiction in any other forum or to the laying of venue of any suit, action or proceeding brought in any court referred to in subsection (e)(i) pursuant to subsection (c) and such parties agree not to plead or claim the same, or to seek anti-suit relief or any other remedy to deny the arbitral jurisdiction referred to in subsection (b).

(f)The parties agree that if a suit, action or proceeding is brought under subsection (c), proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and they irrevocably appoint the General Counsel of the Company, c/o Accenture, 161 N. Clark Street, Chicago, IL 60601 USA (or, if different, the then-current principal business address of the duly appointed General Counsel of the Company) as such party’s agent for service of process in connection with any such action or proceeding and agree that service of process upon such agent, who shall promptly advise such party of any such service of process, shall be deemed in every respect effective service of process upon the party in any such action or proceeding.

16.Severability. This Agreement shall be enforceable to the fullest extent allowed by law. In the event that a court or appointed arbitrator holds any provision of this Agreement to be invalid or unenforceable, then, if allowed by law, that provision shall be reduced, modified or otherwise conformed to the relevant law, judgment or determination to the degree necessary to render it valid and enforceable without affecting the rest of this Agreement. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as

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to such jurisdiction, be deemed severable from the remainder of this Agreement, and the remaining provisions contained in this Agreement shall be construed to preserve to the maximum permissible extent the intent and purposes of this Agreement. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

17.RSUs Subject to 2015 French Restricted Share Unit Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and of the Subplan. All RSUs are subject to the terms and conditions of the Plan applicable to the Restricted Share Units and to the terms and conditions of the Subplan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan and the Subplan, the applicable terms and provisions of the Subplan will govern and prevail.

18.Amendments. The rights and obligations under this Agreement and their enforceability are subject to local tax and foreign exchange laws and regulations and, in this sense, the terms and conditions contained herein may be amended at the sole discretion of the Company and/or the Committee in order to comply with any such laws and regulations.

19.Signature in Counterparts. To the extent that this Agreement is manually signed, instead of electronically accepted by the Participant (if permitted by the Company), it may be signed in counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

20.Administration; Consent. In order to manage compliance with the terms of this Agreement, Shares delivered pursuant to this Agreement may, at the sole discretion of the Company, be registered in the name of the nominee for the holder of the Shares and/or held in the custody of a custodian until otherwise determined by the Company. To that end, by acceptance of this Agreement, the holder hereby appoints the Company, with full power of substitution and resubstitution, his or her true and lawful attorney-in-fact to assign, endorse and register for transfer into such nominee’s name or deliver to such custodian any such Shares, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 20 as such person might or could do personally. It is understood and agreed by each holder of the Shares delivered under this Agreement that this appointment, empowerment and authorization may be exercised by the aforementioned persons with respect to all Shares delivered pursuant to this Agreement of such holder, and held of record by another person or entity, for the period beginning on the date hereof and ending on the later of the date this Agreement is terminated and the date that is ten years following the last date Shares are delivered pursuant to this Agreement. The form of the custody agreement and the identity of the custodian and/or nominee shall be as determined from time to time by the Company in its sole discretion. A holder of Shares delivered pursuant to this Agreement acknowledges and agrees that the Company may refuse to register the transfer of and enter stop transfer orders against the transfer of such Shares except for transfers deemed by it in its sole discretion to be in compliance with the terms of this Agreement. The Company reserves

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the right to impose other requirements on the RSUs, any Shares acquired pursuant to the RSUs and the Participant’s participation in the 2015 French Restricted Share Unit Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the RSUs and the 2015 French Restricted Share Unit Plan and to the extent that these requirements are not in contradiction with the terms of the Subplan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements, undertakings or additional documents that may be necessary to accomplish the foregoing. The Participant agrees to take such other actions as may be deemed reasonably necessary or desirable by the Company to effect the provisions of this Agreement, as in effect from time to time. Each holder of Shares delivered pursuant to this Agreement or any prior agreement between the Company and the Participant acknowledges and agrees that the Company may impose a legend on any document relating to Shares issued or issuable pursuant to this Agreement conspicuously referencing the restrictions applicable to such Shares, and may instruct the administrator of any brokerage account into which Shares have been initially deposited to freeze or otherwise prevent the disposition of such Shares.

21.Section 409A - Disability, Deferral Elections, Payments to Specified Employees, and Interpretation of Grant Terms. If the Participant is subject to income taxation on the income resulting from this Agreement under the laws of the United States, and the foregoing provisions of this Agreement would result in adverse tax consequences to the Participant, as determined by the Company, under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), then the following provisions shall apply and supersede the foregoing provisions, to the extent permissible under the Subplan, notably in relation to the minimum Shares acquisition and holding periods:

(a)Deferral elections made by U.S. taxpayers are subject to Section 409A of the Code. The Company will use commercially reasonable efforts to not permit RSUs to be deferred, accelerated, released, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code. In the event that it is reasonably determined by the Company that, as a result of Section 409A of the Code delivery of the Shares underlying the RSU award granted pursuant to this Agreement may not be made at the time contemplated by the terms of the RSU award or the Participant’s deferral election, as the case may be, without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such share delivery as soon as practicable on or following the first day that would not result in the Participant’s incurring any tax liability under Section 409A of the Code, and in any event, no later than the last day of the calendar year in which such first date occurs.

(b)If the Participant is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), deliveries of shares in respect of any RSUs subject to Section 409A of the Code that are linked to the date of the Participant’s separation from service shall not be made prior to the date which is six (6) months after the date of the Participant’s separation from service from the Company or any of its Affiliates, determined in accordance with Section 409A of the Code and the regulations promulgated thereunder.

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(c)The Company shall use commercially reasonable efforts to avoid subjecting the Participant to any additional taxation under Section 409A of the Code as described herein; provided that neither the Company nor any of its employees, agents, directors or representatives shall have any liability to the Participant with respect to Section 409A of the Code.

22.Electronic Delivery. The Company may, in its sole discretion, deliver by electronic means any documents related to the RSUs or the Participant’s future participation in the 2015 French Restricted Share Unit Plan. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the 2015 French Restricted Share Unit Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

23.Use of English Language/Utilisation de la langue anglaise. By accepting the RSUs, the Participant acknowledges and agrees that this Agreement, the Plan, the Subplan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the grant of RSUs, will be drawn up in English. The Participant acknowledges that he or she understands and is able to speak English. En acceptant l’attribution d’actions gratuites (RSUs), le Participant reconnait et accepteque le Certificat d’Attribution, le Plan, le Sous-plan, ainsi que tous autres documents, avis donnés et autres documents juridiques, relatifs à l’attribution d’actions gratuites (RSUs), soient rédigés en anglais. Le Participant reconnait qu’il ou elle comprend et parle l’anglais.

24.Repatriation; Compliance with Law. If the Participant is resident or employed outside the United States, the Participant agrees to repatriate all payments attributable to the Shares acquired under the 2015 French Restricted Share Unit Plan in accordance with applicable foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and Constituent Companies, as may be required to allow the Company and Constituent Companies to comply with local laws, rules and/or regulations in the Participant’s country of residence (and country of employment, if different). Further, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of residence (and country of employment, if different).

25.Insider Trading / Market Abuse Laws. By participating in the 2015 French Restricted Share Unit Plan, the Participant agrees to comply with the Company’s policy on insider trading. The Participant further acknowledges that the Participant may be subject to local insider trading and/or market abuse laws and regulations that are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is the Participant’s personal responsibility to comply with any applicable restrictions, and that the Participant should consult the Participant’s personal advisor on this matter.

26.Appendix B. Notwithstanding any provision of this Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for the Participant’s

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jurisdiction of residence (and jurisdiction of employment, if different) as set forth in Appendix B to the Agreement, if applicable, which shall constitute part of this Agreement.

27.Recoupment. The RSUs granted under this Agreement, and any Shares issued in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant. By accepting the grant of RSUs under this Agreement the Participant agrees and consents to the Company’s application, implementation and enforcement of (a) the recoupment policy and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the 2015 French Restricted Share Unit Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company. To the extent that the terms of this Agreement and the recoupment policy conflict, the terms of the recoupment policy shall prevail.

28.Entire Agreement. This Agreement, including the Plan and the Subplan for the RSUs in France, as provided therein, contains the entire agreement between the parties with respect to the subject matter therein and supersedes all prior oral and written agreements between the parties pertaining to such matters. Participant acknowledges and agrees that this Agreement, including the Plan, and all prior RSU or other equity grant agreements between the Company and its assignor Accenture Ltd, on the one hand, and Participant, on the other, are separate from, and shall not be modified or superseded in any way by any other agreements, including employment agreements, entered into between Participant and the Company’s Affiliates.

29.Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.

30.Electronic Signature. Participant acknowledges and agrees that by clicking the “Accept Grant Online” button on the “Grant Agreement & Essential Grant Terms” page of the myHoldings website (https://myholdings.accenture.com), it will act as the Participant’s electronic signature to this Agreement and will constitute Participant’s acceptance of and agreement with all of the terms and conditions of the RSUs, as set forth in this Agreement, the Essential Grant Terms, the Plan and the Subplan.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Date of Grant set forth on the attached Essential Grant Terms.

ACCENTURE PLC

By:

Joel Unruch

General Counsel & Corporate Secretary

[IF NOT ELECTRONICALLY ACCEPTED]

PARTICIPANT

_______________________________

Signature

_______________________________

Print Name    

_______________________________

Date    

_______________________________

Employee ID

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APPENDIX A

DATA PROTECTION PROVISION

(a)By participating in the 2015 French Restricted Share Unit Plan or accepting any rights granted under it, the Participant consents to and authorizes the collection, processing and transfer by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates for the purposes of fulfilling their obligations and exercising their rights under the 2015 French Restricted Share Unit Plan, issuing certificates (if any), statements and communications relating to the 2015 French Restricted Share Unit Plan and generally administering and managing the 2015 French Restricted Share Unit Plan, including keeping records of analysis of and reporting on participation levels and other information about the 2015 French Restricted Share Unit Plan from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant’s employer.

This includes the following categories of data (“Data”):

(i)Data already held in the Participant’s records such as the Participant’s name and address, ID number, payroll number, length of service and whether the Participant works full-time or part time;

(ii)Data collected upon the Participant accepting the rights granted under the 2015 French Restricted Share Unit Plan (if applicable);

(iii)Data subsequently collected by the Company or any of its Affiliates in relation to the Participant’s continued participation in the 2015 French Restricted Share Unit Plan, for example, data about shares offered or received, purchased or sold under the 2015 French Restricted Share Unit Plan from time to time and other appropriate financial and other data about the Participant and his or her participation in the 2015 French Restricted Share Unit Plan (e.g., the date on which shares were granted, termination of employment and the reasons of termination of employment or retirement of the Participant); and

(iv)Other personal information about the Participant, including, but not limited to, telephone number, date of birth, social insurance number, tax identification number, resident registration number or other identification number, salary, nationality, job title or any other information necessary for implementing, administering, and managing the 2015 French Restricted Share Unit Plan.

(b)Access to the Participant’s personal Data within the Company will be limited to those employees who have a need to know the information for the purposes described in this Appendix A, which may include personnel in HR, IT, Compliance, Legal, Finance and Accounting, Corporate Investigations and Internal Audit.

(c)The Company and its Affiliates shall retain the Data of the Participant for as long as necessary for the above mentioned purposes. In particular:

•the Company retains the Participant’s Data during the term of the 2015 French Restricted Share Unit Plan;

•the Company retains the Participant’s Data where it is required to do so by a legal obligation to which it is subject;

•the Company retains the Participant’s Data where this is advisable to safeguard or improve the Company’s legal position (for instance in relation to statutes of limitations, litigation, or regulatory investigations).

(d)This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates. The Participant has the right to withdraw its consent at any time by contacting the Company’s data protection officer at dataprivacyofficer@accenture.com.

(e)In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and to the following third parties for the purposes described in paragraph (a) above:

(i)Plan administrators, auditors, brokers, agents and contractors of, and third party service providers to, the Company or its Affiliates such as printers and mail houses engaged to print or distribute notices or communications about the 2015 French Restricted Share Unit Plan;

(ii)regulators, tax authorities, stock or security exchanges and other supervisory, regulatory, governmental or public bodies as required by law or otherwise deemed necessary by the Company or its Affiliates;

(iii)actual or proposed merger partners or proposed assignees of, or those taking or proposing to take security over, the business or assets of the Company or its Affiliatesand their agents and contractors;

(iv)other third parties to whom the Company or its Affiliatesmay need to communicate/transfer the data in connection with the administration of the 2015 French Restricted Share Unit Plan, under a duty of confidentiality to the Company and its Affiliates; and

(v)the Participant’s family members, physicians, heirs, legatees and others associated with the Participant in connection with the 2015 French Restricted Share Unit Plan.

Not all countries, where the personal data may be transferred to, have an equal level of data protection as in the EU or the European Economic Area. Countries to which data are

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transferred include the USA and Ireland and other locations where the Company and its Affiliates, as applicable, administer the 2015 French Restricted Share Unit Plan. The Company has internal policies to ensure an equivalent level of protection is in place across the Company’s worldwide organization. Any transfers of the Participant’s personal Data to other offices of the Company will be governed by the Company’s binding corporate rules (a copy of which can be found at https://www.accenture.com/t00010101T000000Z__w__/gb-en/_acnmedia/PDF-52/Accenture-Public-Facing-BCR-June-2017.pdf). Any international transfers of the Participant’s personal Data to third parties (including those outside the EEA), will be based on an adequacy decision or are governed by the standard contractual clauses (a copy of which can be obtained from dataprivacy@accenture.com).

All national and international transfer of personal data is only done in order to fulfill the obligations and rights of the Company and/or its Affiliates under the 2015 French Restricted Share Unit Plan.

The Participant has the right to be informed whether the Company or its Affiliates hold personal data about the Participant and, to the extent they do so, to have access to those personal data at no charge and require them to be corrected if they are inaccurate and to request the erasure, request the restriction of processing or object to the processing and withdraw his or her consent. The Participant also has the right to request a copy or the portability of its personal Data which it provided to the Company. The Participant is entitled to all the other rights provided for by applicable data protection law, including those detailed in any applicable documentation or guidelines provided to the Participant by the Company or its Affiliates in the past. More detailed information is available to the Participant by contacting the appropriate local data protection officer in the country in which the Participant is based from time to time. If the Participant has a complaint regarding the manner in which personal information relating to the Participant is dealt with, the Participant should contact the appropriate local data protection officer referred to above. The Participant also has the right to lodge a complaint with the competent data protection authority.

(f)The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local data contact referred to above. The Participant understands, however, that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the 2015 French Restricted Share Unit Plan (and may result in the forfeiture of unvested RSUs). For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the data protection officer referred to above.

(g)Finally, upon request of the Company, the Participant agrees to provide an executed data privacy consent form (or any other agreements or consents that may be required by the

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Company) that the Company may deem necessary to obtain from the Participant for the purposes of administering the Participant’s participation in the 2015 French Restricted Share Unit Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that the Participant will not be able to participate in the 2015 French Restricted Share Unit Plan if the Participant fails to provide any such consent or agreement requested by the Company.

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APPENDIX C

Terms and Conditions

Additional RSUs Credited Pursuant to Section 5 of the Agreement

To the extent that Additional RSUs are granted to the Participant pursuant to Section 5 of the Agreement, the terms and conditions set forth in the Agreement shall apply to the Additional RSUs, except as provided below. Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Agreement or the Plan.

1.The Plan. Additional RSUs granted pursuant to Section 5 of the Agreement shall be subject to the terms of the Plan. Where appropriate, references in the Agreement to the “2015 French Restricted Share Unit Plan” are hereby replaced with the “Plan”.

2.Form and Timing of Issuance or Transfer. Notwithstanding Section 3(a) of the Agreement, if the Participant is resident or employed outside the United States, the Company, in its sole discretion, may provide for the settlement of the Additional RSUs in the form of:

(a)a cash payment (in an amount equal to the Fair Market Value of the Shares that corresponds with the number of vested Additional RSUs) to the extent that settlement in Shares (i) is prohibited under local law, (ii) would require the Participant, the Company or Constituent Company to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (or country of employment, if different), (iii) would result in adverse tax consequences for the Participant, the Company or Constituent Company or (iv) is administratively burdensome; or

(b)Shares, but require the Participant to sell such Shares immediately or within a specified period following the Participant’s termination of employment (in which case, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Shares on the Participant’s behalf).

3.Adjustments Upon Certain Events. Notwithstanding any provision in the Agreement to the contrary, the following provision shall replace Section 4 of the Agreement in its entirety with respect to the Additional RSUs:

4.    Adjustments Upon Certain Events. In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares underlying Additional RSUs or other similar events (collectively, an “Adjustment Event”), the Committee may, in its sole discretion, adjust any Shares underlying Additional RSUs or Additional RSUs to reflect such Adjustment Event.

4.Transferability Restrictions – Additional RSUs/Underlying Shares. Notwithstanding any provision in the Agreement to the contrary, the following provision shall replace Section 12 of the Agreement in its entirety:

12.    Transferability Restrictions – Additional RSUs/Underlying Shares.Additional RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 12 shall be void and unenforceable against any Constituent Company. Any Shares underlying Additional RSUs that are issued or transferred to the Participant shall be subject to compliance by the Participant with such policies as the Committee or the Company may deem advisable from time to time, including, without limitation, any policies relating to certain minimum share ownership requirements. Such policies shall be binding upon the permitted respective legatees, legal representatives, successors and assigns of the Participant. The Company shall give notice of any such additional or modified terms and restrictions applicable to Shares underlying Additional RSUs that are delivered or deliverable under this Agreement to the holder of the Additional RSUs and/or the Shares so delivered, as appropriate, pursuant to the provisions of Section 13 or, if a valid address does not appear to exist in the personnel records, to the last address known by the Company of such holder. Notice of any such changes may be provided electronically, including, without limitation, by publication of such changes to a central website to which any holder of the Additional RSUs or Shares issued therefrom has access.

5.Tax Withholding. The following provisions shall replace Sections 14(b) and 14(c) of the Agreement in their entirety:

(b)    To the extent that the crediting or vesting of the Additional RSUs, the delivery of Shares or cash pursuant to the Additional RSUs or issuance of dividends results in a withholding obligation for Tax-Related Items, unless otherwise specifically approved and directed by the Committee, the Participant authorizes the Company, Constituent Company or agent of the Company or Constituent Company to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Constituent Company; (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the Additional RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding from the Shares to be delivered upon

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settlement of the Additional RSUs that number of Shares having a Fair Market Value equal to the amount required by law to be withheld. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(c)    Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. The Company shall repay any excess amounts due to the Participant within, where administratively feasible, thirty (30) days of withholding.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Additional RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

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EX-10.6

Exhibit 10.6

ACCENTURE PLC

AMENDED AND RESTATED 2010 SHARE INCENTIVE PLAN

RESTRICTED SHARE UNIT AGREEMENT

FOR THE 2015 FRENCH RESTRICTED SHARE UNIT PLAN

(Next Generation Leadership Performance Share Program – 2020)

Terms and Conditions

This Agreement (as defined below) is between Accenture plc (the “Company” or “Accenture”) and the Participant.

WHEREAS, the Participant acknowledges and agrees that in the course of Participant’s association with the Company and its Affiliates (the “Constituent Companies”), the Participant has been, and will be, provided with access to Confidential Information;

WHEREAS, the Participant acknowledges and agrees that in the course of Participant’s association with the Constituent Companies, the Participant has been, and will be, provided with access to Trade Secrets in accordance with protocols and procedures that the Participant expressly acknowledges were appropriate to protect such Trade Secrets;

WHEREAS, the Participant acknowledges and agrees that in the course of Participant’s association with the Constituent Companies, the Participant may, directly or indirectly, solicit or assist in soliciting clients or prospective clients of the Company and its Affiliates;

WHEREAS, the Participant acknowledges and agrees that such Confidential Information, Trade Secrets, and client or prospective client relationships of the Constituent Companies, as well as investments by the Constituent Companies in the training, skills, capabilities, knowledge and experience of their employees are extremely valuable assets, and that the Constituent Companies have invested and will continue to invest substantial time, effort and expense to develop Confidential Information, Trade Secrets, client or prospective client relationships, and the training, skills, capabilities, knowledge and experience of their employees, and which the Constituent Companies have taken all reasonable steps to protect;

WHEREAS, the Participant acknowledges and agrees that the terms and conditions set forth in this Agreement are reasonable, fair, and necessary to protect the Constituent Companies’ legitimate business interests as described in the foregoing recital clauses; and

WHEREAS, the Participant acknowledges and agrees that the restricted share units (“RSUs”) granted pursuant to Section 1 are good and valuable consideration for, and conditioned upon, the Participant’s full compliance with the terms and conditions set forth in this Agreement, and that the Participant would forfeit such RSUs pursuant to Section 6 in the event the Participant were to engage in any of the activities defined in Section 6(c).

NOW, THEREFORE, for such good and valuable consideration, the Participant hereby covenants and agrees to the following terms and conditions, including, but not limited to, the provisions set forth in Sections 6(b) and 6(c), all of which the Participant acknowledges and

agrees are reasonably designed to protect the legitimate business interests of the Constituent Companies and which will not unreasonably affect the Participant’s professional opportunities following termination of Participant’s association with the Constituent Companies.

The Company hereby grants as of 1 March 2020 the number of RSUs as set forth in the Essential Grant Terms (as defined below) to the Participant on the terms and conditions hereinafter set forth. This grant is made pursuant to the terms of the Amended and Restated Accenture plc 2010 Share Incentive Plan (the “Plan”) as amended by the subplan for Restricted Share Units in France (the “Subplan” and, together with the Plan, collectively, the “2015 French Restricted Share Unit Plan”), which 2015 French Restricted Share Unit Plan, as amended from time to time, is incorporated herein by reference and made a part of this Agreement (as defined below) and pursuant to the authorization given by the January 30, 2020 shareholders meeting of the Company. Each RSU represents the unfunded, unsecured right of the Participant to receive and retain a Share on the date(s) specified herein, subject to the conditions specified herein. Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the 2015 French Restricted Share Unit Plan.

This grant of RSUs is subject to the Next Generation Leadership Performance Share Program Essential Grant Terms (the “Essential Grant Terms”) displayed electronically on the “Grant Agreement & Essential Grant Terms” page of the myHoldings website (https://myholdings.accenture.com) and the Supplemental Restricted Share Unit Agreement for the 2015 French Restricted Share Unit Agreement Terms and Conditions, which together constitute the Next Generation Leadership Performance Share Program Restricted Share Unit Agreement (the “Agreement”). The parties further agree as follows:

1. Performance-Based Vesting.

(a) Performance Period. The RSUs shall vest, if at all, based upon the attainment of specific pre-established financial performance objectives (the “Performance Objectives”) by the Company for the period commencing on 1 September 2019 and ending on 31 August 2022 (the “Performance Period”), as set forth in this Section 1.

(b) Service Relationship. Except as provided in Section 2(a), RSUs that are unvested as of the termination of the Participant’s full-time employment status with any of the Constituent Companies (such employment hereinafter referred to as “Qualified Status”) shall be immediately forfeited as of such termination and the Company shall have no further obligations with respect thereto.

(c) Total Shareholder Return.

(i) Up to twenty-five percent (25%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Total Shareholder Return for the Company, as compared to the TSR Comparison Companies, for the Performance Period in the manner set forth on Exhibit 1-A hereto.

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(ii) For purposes of this Agreement, Total Shareholder Return with respect to the Company and each of the TSR Comparison Companies shall mean the quotient of (A) the Fair Market Value of the stock of the particular company or index on 31 August 2022, divided by (B) the Fair Market Value of the stock of such company or index on 1 September 2019. For purposes of calculating a company’s Total Shareholder Return, the Fair Market Value of the stock of any company on 31 August 2022 shall be adjusted to reflect any and all cash, stock or in-kind dividends paid on the stock of such company during the Performance Period as follows: the Fair Market Value of the stock of the company on 31 August 2022 shall be multiplied by the sum of (Y) one (1) plus (Z) the number of whole and fractional shares of the stock of the company that (i) were actually received in respect of one share (or such greater number of shares that are deemed to have been held at such time pursuant to this clause (c)(ii)) by way of a stock dividend and (ii) would otherwise result assuming each cash dividend paid on the stock (or fair market value of any in-kind dividend, as determined by the Committee) of the company during the Performance Period was used to purchase additional whole and/or fractional shares of stock of the company on the record date of such dividend based on the fair market value of the stock of the company (as determined by the Committee), or with respect to the Company, the Fair Market Value of a Share, on the record date of such dividend.

(iii) If at any time prior to the completion of the Performance Period, a TSR Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of or spins off a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee, the Committee, in its sole discretion, may remove such TSR Comparison Company, ratably adjust the calculation of the Total Shareholder Return with respect to such TSR Comparison Company, include any applicable successor entity or spun off entity as a new TSR Comparison Company, determine the extent to which any distribution in kind should be valued for purposes of calculating Total Shareholder Return or make such other appropriate adjustments as determined by the Committee.

(iv) For purposes of this Agreement: (i) “TSR Comparison Companies” shall mean Aon plc (AON), Automatic Data Processing, Inc. (ADP), Capgemini SE (CAP), Cisco Systems, Inc. (CSCO), Cognizant Technology Solutions Corporation (CTSH), DXC Technology Company (DXC), General Dynamics Corporation (GD), Hewlett Packard Enterprise Company (HPE), Infosys Limited (INFY), Intel Corporation (INTC), International Business Machines Corporation (IBM), Marsh & McLennan Companies, Inc. (MMC), Microsoft Corporation (MSFT), Oracle Corporation (ORCL), SAP SE (SAP) and the S&P 500 Total Return Index (SPX); and (ii) the “Fair Market Value” of (A) a share of stock of a company on a given date shall mean the average of the high and low trading price of the stock of the company, as reported on the principal exchange on which the stock of such company is traded (or, if the stock is not traded on an exchange but is quoted on Nasdaq or a successor quotation system, the average of the mean between the closing representative bid and asked prices for the stock) and (B) for the S&P 500 Total Return Index on a given date shall mean the average of the high and low values for such index as reported in the Wall Street Journal (or, if the S&P 500 Total Return Index is not reported in the Wall Street Journal, in such other reliable source as the Company may

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determine), in each case for the ten (10) consecutive trading days immediately preceding such date.

(d) Revenue Growth Rate. Up to seventy-five percent (75%) of the RSUs granted to the Participant pursuant to this Agreement shall vest, if at all, based upon the Company’s Compound Annual Growth Rate (“CAGR”) over the Performance Period as compared to the CAGR of the Revenue Growth Comparison Companies for the Performance Period, in the manner set forth on Exhibit 1-B hereto. .

(ii)    If at any time prior to the completion of the Performance Period, a Revenue Growth Comparison Company ceases to be a publicly-traded company, merges or consolidates with another company, is acquired or disposes of or spins off a significant portion of its businesses as they exist on the date of this Agreement or experiences any other extraordinary event as determined by the Committee, the Committee, in its sole discretion, may remove such Revenue Growth Comparison Company, ratably adjust the calculation of revenue with respect to such Revenue Growth Comparison Company, include any applicable successor entity or spun off entity as a new Revenue Growth Comparison Company, determine the extent to which any distribution in kind should be valued for purposes of calculating Revenue Growth or make such other appropriate adjustments as determined by the Committee.

(iii)    For purposes of this Agreement: (i) “Revenue Growth Comparison Companies” shall mean Atos SE, Capgemini SE, CGI Inc., Cognizant Technology Solutions Corporation, Conduent Inc., DXC Technology Company, ExlService Holdings, Inc. Fujitsu Ltd., Genpact Ltd., HCL Technologies Ltd., Hitachi, Ltd., Indra Sistemas, S.A, Infosys Limited, International Business Machines Corp., NTT DATA Corporation, Oracle Corporation, SAP SE, Tata Consultancy Services Ltd., TietoEVRY Oyj, T-Systems International GmBh, Unisys Corporation, Wipro Ltd., and WNS (Holdings) Ltd..

(e) Certification. No RSUs granted to the Participant hereunder shall vest in accordance with Sections 1(c) or (d) unless and until the Committee makes a certification in writing with respect to the achievement of the Performance Objectives for the Performance Period. Following the end of the Performance Period, the Committee shall review and determine whether the Performance Objectives have been met within a reasonable period following the availability of all data necessary to determine whether the Performance Objectives have been achieved, and not later than 31 December 2022, shall certify such finding to the Company and to the Participant.

2.Termination of Employment.

(a) Termination as a result of death, Disability, or Involuntary Termination; Specified Age Attainment. Notwithstanding anything in Section 1 to the contrary, the RSUs granted hereunder shall vest upon the termination of the Participant’s Qualified Status as a result of death, Disability (as defined below), Involuntary Termination (as defined below) or if the Participant’s Qualified Status has terminated as a result of voluntary termination before the end of the Performance Period and Participant has attained a certain age, all as follows:

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(i) Termination as a result of death or Disability. In the event the Participant’s Qualified Status is terminated during the Performance Period as a result of death or Disability, the RSUs granted to the Participant hereunder shall remain outstanding throughout the Performance Period and until the Vesting Date (as defined below) and shall vest, if at all, on the Vesting Date in accordance with Sections 1(c) or (d). In addition, in the event the Participant’s Qualified Status is terminated during the Performance Period as a result of death, the Participant’s heirs must made a request to receive the vested Shares within 6 months as from the date of death.

(ii) Involuntary Termination. In the event the Participant’s Qualified Status is terminated during the Performance Period due to an Involuntary Termination, the RSUs granted to the Participant hereunder shall remain outstanding throughout the Performance Period and until the Vesting Date. On the Vesting Date, the Participant shall vest in the number of RSUs granted hereunder equal to the product of (i) the aggregate number of RSUs that would otherwise vest on the Vesting Date in accordance with Sections 1(c) or (d), multiplied by (ii) a fraction, the numerator of which is the whole number of months that have elapsed from 1 March 2020 through the effective date of the Participant’s Involuntary Termination or the last day of the Performance Period (whichever is earlier) and the denominator of which is thirty (30).

(iii) Specified Age Attainment. In the event the Participant’s Qualified Status is terminated as a result of the Participant’s voluntary termination of employment during the Performance Period and (i) the Participant has reached the age of 50 prior to the effective date of the termination of the Participant’s Qualified Status and the end of the Performance Period and (ii) has had at least 15 years of continuous service to the Company immediately preceding the effective date of the termination, the RSUs granted to the Participant hereunder shall remain outstanding throughout the Performance Period until the Vesting Date. On the Vesting Date, the Participant shall vest in the number of RSUs granted hereunder equal to the product of (i) the aggregate number of RSUs that would otherwise vest upon the Vesting Date in accordance with Sections 1(c) or (d), multiplied by (ii) a fraction, the numerator of which is the whole number of months that have elapsed from 1 March 2020 through the effective date of the termination of the Participant’s Qualified Status or the last day of the Performance Period (whichever is earlier) and the denominator of which is thirty (30).

(b) Termination for reasons other than death, Disability, Involuntary Termination or Specified Age Attainment. In the event the Participant’s Qualified Status is terminated during the Performance Period for any reason other than death, Disability, Involuntary Termination, except as set forth in Section 2(a)(iii) above, the RSUs granted hereunder shall be immediately forfeited as of such termination and the Company shall have no further obligation with respect thereto.

(c) Definitions. For purposes of this Agreement, the following terms shall have the meaning specified below:

(i) “Cause” shall mean “cause” as defined in any employment or consultancy agreement (or similar agreement) or in any letter of appointment then in effect between the Participant and the Company or any Affiliate or if not defined therein (it being the intent that the definition of

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“Cause” shall include, at a minimum, the acts set forth below), or if there shall be no such agreement, to the extent legally permissible, (a) the Participant’s embezzlement, misappropriation of corporate funds, or other material acts of dishonesty, (b) the Participant’s commission or conviction of any felony, or of any misdemeanor involving moral turpitude, or entry of a plea of guilty or nolo contendere to any felony or misdemeanor, (c) engagement in any activity that the Participant knows or should know could harm the business or reputation of the Company or an Affiliate, (d) the Participant’s material failure to adhere to the Company’s or an Affiliate’s corporate codes, policies or procedures as in effect from time to time, (e) the Participant’s continued and material failure to meet minimum performance standards as determined by the Company or an Affiliate, (f) the Participant’s violation of any statutory, contractual, or common law duty or obligation to the Company or an Affiliate, including, without limitation, the duty of loyalty, or (g) the Participant’s material breach of any confidentiality or non-competition covenant entered into between the Participant and the Company or an Affiliate, including, without limitation, the covenants contained in this Agreement. The determination of the existence of Cause shall be made by the Company in good faith, which determination shall be conclusive for purposes of this Agreement.

(ii) “Disability” shall mean a termination which results from a determination of “disability” (“constat d’inaptitute”) as that term is defined by French law (article L 341-4 of the French Social Security Code).

(iii) “Involuntary Termination” shall mean termination of Qualified Status, as applicable, by or with the agreement of the employing Constituent Company (other than for Cause) which is not voluntary and which is recorded as “involuntary” by the Company. A resignation, retirement or other voluntary termination of Qualified Status by the Participant, is not an Involuntary Termination.

(iv) “Vesting Date” shall mean the date the Committee certifies the achievement of the Performance Objectives pursuant to paragraph 1(e) above.

3.Form and Timing of Issuance or Transfer.

(a) Vested RSUs. The Company shall issue or cause there to be transferred to the Participant that number of Shares as determined by the Committee pursuant to Section 1(e) hereof to have vested under this RSU award.

(b) Distribution Date. Shares, if any, shall be distributed to the Participant in the manner set forth in Section 3(a) on the date the Committee makes a certification in writing with respect to the achievement of the Performance Objectives for the Performance Period as provided in Section 1(e).

(c) Transfers Outside of France. Notwithstanding any other provision of this Agreement, the Company may take any other action as it deems necessary or advisable for the purpose of complying with any applicable laws and regulations in connection with such transfer.

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4.Adjustments Upon Certain Events. In accordance with the 2015 French Restricted Share Unit Plan, the number of Awards granted as well as the number of Shares to be delivered shall not be modified or adjusted, except:

(a) In cases which would be authorized or rendered compulsory under French law. Currently, article L. 225-197-1 III of the French Commercial Code provides that shares can be exchanged without net balancing cash adjustment in the event of a merger or spin-off operation performed before the delivery of the Shares to the Participant.

(b) In the event of operations performed on the share capital of the Company before the delivery of the Shares; in which cases the Committee is authorized to adjust the number of Shares to be delivered but only in order to protect the rights of the Participant and to guarantee the neutrality of such operations.

5.    Dividends. If on any date while RSUs are outstanding hereunder the Company shall pay any dividend on the Shares (other than a dividend payable in Shares), the number of RSUs granted to the Participant shall, as of such dividend payment date, be increased by a number of RSUs equal to: (a) the product of (i) the number of RSUs held by the Participant as of the related dividend record date, multiplied by (ii) the per Share amount of any cash dividend (or, in the case of any dividend payable in whole or in part other than in cash, the per Share value of such dividend, as determined in good faith by the Committee), divided by (b) the Fair Market Value of a Share on the payment date of such dividend. In the case of any dividend declared on Shares that is payable in the form of Shares, the number of RSUs granted to the Participant shall be increased by a number equal to the product of (a) the aggregate number of RSUs held by the Participant through the related dividend record date, multiplied by (b) the number of Shares (including any fraction thereof) payable as a dividend on a Share. Any additional RSUs granted pursuant to this Section 5 (“Additional RSUs”) shall be subject to the terms and conditions contained in Appendix C.

6.Compliance, Cancellation and Rescission of Shares.

(a) Upon any transfer or issuance of Shares underlying RSUs, the Participant shall certify in a manner acceptable to the Company that the Participant is in compliance with the terms and conditions of this Agreement and the 2015 French Restricted Share Unit Plan.

(b) In the event that (i) the Participant engages in any activity that could serve as a basis for the termination of the Participant’s Qualified Status for Cause, (ii) the Participant’s Qualified Status with any of the Constituent Companies is terminated for Cause, or (iii) the Participant engages in any of the activities defined in subsection (c) below, the Participant shall, to the extent legally permitted under French law, transfer to the Company the Shares that have been issued or transferred under this Agreement (as adjusted based on Section 4 above) and without regard to whether the Participant continues to own or control such previously delivered Shares, and the Participant shall bear all costs of issuance or transfer, including any transfer taxes that may be payable in connection with any transfer. Upon a showing satisfactory to the Company by Participant that the value of the Shares subject to transfer as described above exceeds the value

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of the actual benefit received by the Participant (as measured by the gross proceeds the Participant received upon the sale of Shares issued or transferred under this Agreement), then, with respect to such sold Shares, the transfer of Shares required under this Section 6(b) shall be limited to a number of Shares equivalent in value to such actual benefit received by the Participant. Upon receiving a demand from the Company to transfer Shares to the Company pursuant to this subsection, the Participant shall effect the transfer of Shares to the Company by no later than ten (10) business days from the date of the Company’s demand. For the avoidance of doubt, if the Participant holds the position of Senior Managing Director or above (or any comparable level of seniority) and engages in any of the activity set forth in subsection (c)(i), the Company may require the Participant, to the extent legally permitted, to transfer to the Company up to a number of Shares equal to the number of Shares that have been issued or transferred under this Agreement (as adjusted based on Section 4 above), as well as a number of Shares that have been issued or transferred under any prior agreement between the Company and the Participant, without regard to whether the Participant continues to own or control such previously delivered Shares and without regard to the actual benefit received by the Participant with respect to any Shares sold by the Participant, and the Participant shall bear all costs of transfer, including any transfer taxes that may be payable in connection with such transfer. Similarly, in the event that (i) the Participant engages in any activity that could serve as a basis for the termination of the Participant’s Qualified Status for Cause or (ii) the Participant engages in any of the activities defined in subsection (c) below, in either case at any time prior to the date that any Shares underlying RSUs granted under this Agreement have been issued or transferred, the RSUs granted hereunder (both vested and unvested) shall be forfeited immediately.

(c) In the event Participant engages in any of the activities defined in this subsection, Participant agrees to transfer Shares to the Company in accordance with any demand received from the Company for the transfer of Shares under subsection 6(b) above and/or that his or her award of RSUs will be forfeited in its entirety, as applicable:

(i) if the Participant’s employment with any of the Constituent Companies terminates while the Participant holds the position of Senior Managing Director or above (or any comparable level of seniority), the Participant shall not, for a period of twelve months following the termination of the Participant’s employment with any of the Constituent Companies associate (including, but not limited to, association as a sole proprietor, owner, employer, partner, principal, investor, joint venturer, shareholder, associate, employee, member, consultant, contractor or otherwise) with any Competitive Enterprise (or any of the affiliates, related entities, successors, or assigns of any Competitive Enterprise) that: (1) is identified on the list of competitors maintained by the Company on the myHoldings website (which list may be updated by the Company from time to time) as a Global Accenture Competitor or as being a competitor of any Restricted Business, and/or (2) is otherwise a competitor of any Restricted Business; provided, however, that with respect to the equity of any Competitive Enterprise which is or becomes publicly traded, the Participant’s ownership as a passive investor of less than one percent (1%) of the outstanding publicly traded stock of a Competitive Enterprise shall not be deemed a violation of this subsection 6(c)(i);

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(ii) the Participant shall not, for a period of twelve months following the termination of the Participant’s employment with the Constituent Companies, directly or indirectly (A) solicit, or assist any other individual, person, firm or other entity in soliciting, any Restricted Client or Restricted Prospective Client for the purpose of performing or providing any Relevant Services; (B) perform or provide, or assist any other individual, person, firm or other entity in performing or providing, Relevant Services for any Restricted Client or Restricted Prospective Client; or (C) interfere with or damage (or attempt to interfere with or damage) any relationship and/or agreement between the Company or any Affiliates and a Restricted Client or Restricted Prospective Client;

(iii) the Participant shall not, for a period of twelve months following the termination of the Participant’s employment with the Constituent Companies, directly or indirectly, solicit, employ or retain, or assist any other individual, person, firm or other entity in soliciting, employing or retaining, any employee or other agent of the Company or an Affiliate, (A) with whom the Participant has had material dealings; (B) from whom, or as a result of contact with whom, the Participant has obtained Confidential Information or Trade Secrets; or (C) whom the Participant has supervised on a client or prospective client engagement, in the twenty-four months preceding the termination of the Participant’s Qualified Status with the Constituent Companies; or

(iv) the Participant shall not, unless the Participant has received the prior written consent of the Company or its Affiliates or is otherwise required by law, either directly or indirectly, use, sell, lend, lease, distribute, license, give, transfer, assign, show, disseminate, divulge, disclose, reveal, share, provide access to, reproduce, copy, distribute, publish, appropriate, or otherwise communicate any Confidential Information or Trade Secrets at any time following the termination of the Participant’s employment with the relevant Constituent Company. If the Participant is requested or required pursuant to any legal, governmental or investigatory proceeding or process or otherwise, to disclose any Confidential Information or Trade Secrets, the Participant shall promptly notify the Company in writing so that the Company may seek a protective order or other appropriate remedy, or, if it chooses, waive compliance with the applicable provision of this Agreement. The Participant’s obligation of non-disclosure as set forth herein shall continue for so long as such item continues to constitute Confidential Information. Notwithstanding the foregoing, if the Participant makes a confidential disclosure of a Trade Secret or other Confidential Information to a government official or an attorney for the sole purpose of reporting or investigating a suspected violation of law, or in a court filing under seal, the Participant shall not be held liable under this Agreement or under any federal or state trade secret law for such a disclosure. Additionally, if the Participant files a lawsuit in the United States for retaliation by the Company for reporting a suspected violation of the law, the Participant may disclose Trade Secret information to the Participant’s attorney, and can use the Trade Secret information in sealed filings in the court proceeding, or pursuant to a court order, as long as the Participant does not otherwise disclose the Trade Secret.

(d) In the event that (i) the Participant’s Qualified Status with any of the Constituent Companies is terminated for Cause, or (ii) the Participant engages in any of the activities defined in subsection (c) above, the Company’s remedy shall be limited to the recovery of Shares as set forth in subsection (b) above; provided, however, that nothing in this Agreement is intended to or

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should be interpreted as diminishing any rights and remedies that Affiliates may have, at law or equity, related to investments by the Constituent Companies in Confidential Information, Trade Secrets, clients and prospective client relationships, and the training, skills, capabilities, knowledge and experience of employees, including, but not limited to, any rights and remedies set forth in the Participant’s employment agreement, confidentiality agreement, intellectual property agreement, restrictive covenant agreement, or any other agreement entered into between the Participant and an Affiliate of the Company.

(e) For purposes of this Agreement:

(i) “Alliance Entity” shall mean any Legal Entity with whom the Company and/or any Affiliate has entered into an alliance agreement, joint venture agreement or any other legally binding go-to-market agreement, resale agreement or any agreement to combine offerings, products and/or services, or (without limiting the foregoing) any Legal Entity in which Accenture and/or any Affiliate has an interest, whether or not a Controlling Interest; provided always that the term “Alliance Entity” shall not include: (A) any Competitive Enterprise, (B) any contractor and/or sub-contractor of Accenture and/or any Affiliate, and/or (C) any sales, buying and/or marketing agent of Accenture.

(ii) “Competitive Enterprise” shall mean a business enterprise that engages in, or owns or controls a significant interest in any entity that engages in, the performance of services of the type provided by the Company, its Affiliates and/or their predecessors. “Competitive Enterprise” shall include, but not be limited to, the entities set forth on the list maintained by the Company on the myHoldings website, which list may be updated by the Company from time to time.

(iii) “Confidential Information” shall include: (A) lists and databases of the Company’s or any Affiliate’s clients, including names of clients; (B) lists and databases of prospective clients whom the Company or any Affiliate has taken material steps to win business from; (C) confidential details of the Company’s and Affiliates’ or any of their clients’ or suppliers’ products and services; (D) commercial or technical information of the Company or any Affiliate or any other Knowledge Capital; (E) financial information and plans of the Company or any Affiliate; (F) prices/pricing structures/hourly rates of the Company or any Affiliates, including any discounts, terms of credit and preferential terms, costs and accounting; (G) lists and databases of the Company’s or any Affiliate’s suppliers; (H) any personal data belonging to the Company or any Affiliate or any client or business associate, affiliate or employee or contractor of the Company or its Affiliates; (I) terms of the Company’s or any Affiliate’s business with clients, suppliers and Alliance Entities; (J) lists and databases of the Company’s or any Affiliate’s employees, officers and contractors; (K) details of employees, officers and contractors of the Company or any Affiliate, including but not limited to their remuneration packages and terms of employment/engagement; (L) object or source codes and computer software; (M) any proposals relating to the acquisition or disposal of a company or business or any part thereof; (N) details of responses by the Company or any Affiliate to any request for proposal or tender for work (whether competitive or not), and of any contract negotiations; (O) intellectual property rights owned by or licensed to the Company or its Affiliates or any of their clients or suppliers;

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(P) any Company or Affiliate document marked as “confidential” (or with a similar expression), or any information or document which the Participant has been told is confidential or which the Participant might reasonably expect the Company or an Affiliate or client or supplier or the relevant discloser would regard as confidential; (Q) any information which has been given to the Company or any Affiliate in confidence by clients, suppliers or other third parties; (R) any of the foregoing which belongs, or which otherwise relates, to any past or present Alliance Entity or to any Legal Entity that Accenture or any Affiliate intends to make an Alliance Entity; and (S) details of any agreement, arrangement or otherwise (whether formal or informal) that the Company or any Affiliate has entered into with any Alliance Entity.

(iv) “Controlling Interest” shall mean (A) ownership by a Legal Entity of at least a majority of the voting interest of another Legal Entity or (B) the right or ability of such Legal Entity, whether directly or indirectly, to direct the affairs of another by means of ownership, contract, or otherwise.

(v) “Knowledge Capital” shall mean any reports, documents, templates, studies, software programs, delivery methods, specifications, business methods, tools, methodologies, inventions, processes, techniques, analytical frameworks, algorithms, know how and/or any other work product and materials, proprietary to the Company and/or any Affiliate which is used by the Company and/or any Affiliate to perform services for its or their clients.

(vi) “Legal Entity” shall mean any body corporate, branch partnership, joint venture or unincorporated association or other organization carrying on a trade or other activity with or without a view to profit.

(vii) “Relevant Services” shall mean the performance of any services of the type provided by the Company, its Affiliates and/or their predecessors at any time, past, present or future, including but not limited to, consulting services, technology services, and/or outsourcing services.

(viii) “Restricted Business” shall mean each of the businesses of each Constituent Company, as such businesses are listed as “Accenture Businesses” on the list of Competitive Enterprises maintained by the Company on the myHoldings website, which list may be updated by the Company from time to time, (A) in respect of whom the Participant holds Confidential Information or Trade Secrets at the time of the termination of Qualified Status with the Constituent Companies or (B) to which business the Participant has provided services, has been materially concerned or has been responsible in the twenty-four months preceding the termination of the Participant’s Qualified Status with the Constituent Companies.

(ix) “Restricted Client” shall mean any person, firm, corporation or other organization to whom the Participant directly or indirectly performed or assisted in performing Relevant Services, or with which the Participant otherwise had material contact, or about which the Participant learned Confidential Information or Trade Secrets, within the twenty-four months prior to the date on which the Participant’s Qualified Status with the Constituent Companies terminated.

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(x) “Restricted Prospective Client” shall mean any person, firm, corporation, or other organization with which the Participant directly or indirectly had any negotiations or discussions regarding the possible performance of services by the Company, or about which the Participant learned Confidential Information or Trade Secrets within the twelve months prior to the date of the termination of the Participant’s Qualified Status with the Constituent Companies.

(xi) “Solicit” shall mean to have any direct or indirect communication of any kind whatsoever, regardless of by whom initiated, inviting, advising, encouraging or requesting any person or entity, in any manner, to take or refrain from taking any action.

(xii) “Trade Secrets” shall include information relating to the Company and its Affiliates, and their respective clients, prospective clients or Alliance Entities, that is protectable as a trade secret under applicable law, including, without limitation, and without regard to form: technical or non-technical data, a formula, a pattern, a compilation, a program, a device, a method, a technique, a drawing, a process, financial data, financial plans, business and strategic plans, product plans, source code, software, unpublished patent applications, customer proposals or pricing information or a list of actual or potential customers or suppliers which is not commonly known by or available to the public and which information (A) derives economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and (B) is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.

(f) If, during the twelve-month period following the termination of the Participant’s employment with the Constituent Companies, the Participant is presented with an opportunity that might involve participation in any of the activities defined in Section 6(c) above, the Participant shall notify the Company in writing of the nature of the opportunity (the “Conflicting Activity”). Following receipt of sufficient information concerning the Conflicting Activity, the Company will advise the Participant in writing whether the Company considers the Participant’s RSUs to be subject to Section 6(b)(ii) above. The Company retains sole discretion to determine whether the Participant’s RSUs are subject to Section 6(b)(ii) and to alter its determination should additional or different facts become known to the Company.

7.Collateral Agreements.As a condition to the issuance or transfer of the Shares underlying the RSUs granted hereunder, the Participant shall, to the degree reasonably required by the Company, (a) execute and return to the Company a counterpart of this Agreement (or, if acceptable to the Company, acknowledge receipt and agreement of the terms of this Agreement electronically), all in accordance with the instructions provided by the Company and (b) to the extent required by the Company, either (i) execute and return an employment agreement, a consultancy agreement, a letter of appointment and/or an intellectual property agreement, in form and substance satisfactory to the Company, or (ii) provide evidence satisfactory to the Company that the agreements referenced in clause (i) have been previously executed by the Participant.

8.Nature of Grant. In accepting the grant, the Participant acknowledges, understands and agrees that:

(a) the 2015 French Restricted Share Unit Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the

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Board at any time except that a modification which could impact on the participant’s rights or entitlements would be subject to French legal requirements;

(b) the grant of the RSUs is voluntary and occasional and does not create any contractual or other right to receive future grants of RSUs (whether on the same or different terms), or benefits in lieu of RSUs, even if RSUs have been granted in the past;

(c) all decisions with respect to future grants of RSUs or other grants, if any, will be at the sole discretion of the Committee, including, but not limited to, the form and timing of the grant, the number of Shares subject to the grant, and the vesting provisions applicable to the grant;

(d) the RSU grant and the Participant’s participation in the 2015 French Restricted Share Unit Plan shall not create a right to employment or be interpreted as forming an employment or services contract with the Company or any Constituent Company and shall not interfere with the ability of the Company, or Constituent Company, as applicable, to terminate Participant’s employment or service relationship;

(e) the Participant is voluntarily participating in the 2015 French Restricted Share Unit Plan;

(f) Shares will be issued to the Participant only if the vesting conditions are met and any necessary services are rendered by the Participant over the vesting period;

(g) the RSUs and the Shares subject to the RSUs are not intended to replace any pension rights or compensation;

(h) the RSUs and the Shares subject to the RSUs, and the income and value thereof, are an extraordinary item of compensation outside the scope of the Participant’s employment (and employment contract, if any) and is not part of normal or expected compensation for any purpose, including, without limitation, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

(i) the future value of the Shares underlying the RSUs is unknown, indeterminable and cannot be predicted with certainty;

(j) no claim or entitlement to compensation or damages shall arise from forfeiture of RSUs resulting from the Participant ceasing to be employed or otherwise providing services to the Company or Constituent Company;

(k) unless otherwise provided herein, in the 2015 French Restricted Share Unit Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Shares of the Company; and

(l)     if the Participant resides or is employed outside the United States, the Participant acknowledges and agrees that neither the Company nor any Constituent Company shall be liable

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for any exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any amounts due to Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.

9. No Rights of a Shareholder. The Participant shall not have any rights as a shareholder of the Company until the Shares in question have been registered in the Company’s register of shareholders.

10.Unfunded Obligation; Unsecured Creditor. The RSUs granted hereunder are an unfunded obligation of the Company and no assets or shares of the Company shall be set segregated or earmarked by the Company in respect of any RSUs awarded hereunder. The RSUs granted hereunder shall be an unsecured obligation of the Company and the rights and interests of the Participant herein shall make him only a general, unsecured creditor of the Company.

11.Legend on Certificates. Any Shares issued or transferred to the Participant pursuant to Section 3 of this Agreement shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the 2015 French Restricted Share Unit Plan or the rules, regulations, and other requirements of the U.S. Securities and Exchange Commission, any stock exchange upon which such Shares are listed, any applicable U.S. Federal or state laws or relevant securities laws of the jurisdiction of the domicile of the Participant or to ensure compliance with any additional transfer restrictions that may be in effect from time to time, and the Committee may cause a legend or legends to be put on any certificates representing such Shares to make appropriate reference to such restrictions.

12.Transferability Restrictions — RSUs/Underlying Shares.

(a)RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 12 shall be void and unenforceable against any Constituent Company.

(b)Except in the event of death, Disability and any further specific provision set out in the French Commercial Code with respect to a minimum holding period, from and after the definitive date of their release, none of the Shares issued or transferred pursuant hereto may be transferred or disposed of in any fashion until the second anniversary of the Grant Date.

(c)In addition, no Shares issued or transferred pursuant hereto may be transferred or disposed of within the periods as set forth in Article L. 225-197-1, I of the French Commercial Code, as the same may be amended, modified or replaced while the Participant holds such Shares. Such periods are:

(i)the period within thirty calendar days before the announcement of an interim financial report or an end-of-year report that the Company is required to make public; and

(ii)at all times by officers of the Company and employees having knowledge of privileged information within the meaning of Article 7 Regulation (EU) No 596/2014 of the

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European Parliament and of the Council of 16 April 2014 on market abuse (Market Abuse Regulation) and repealing Directive 2003/6 / EC of the European Parliament and of the Council and Commission Directives 2003/124 / EC, 2003/125 / EC and 2004/72 / EC, which has not been made public.

(d) Any Shares issued or transferred to the Participant shall be subject to compliance by the Participant with such policies as the Committee or the Company may deem advisable from time to time, including, without limitation, any policies relating to minimum executive employee share ownership requirements. Such policies shall be binding upon the permitted respective legatees, legal representatives, successors and assigns of the Participant. The Company shall give notice of any such additional or modified terms and restrictions applicable to Shares delivered or deliverable under this Agreement to the holder of the RSUs and/or the Shares so delivered, as appropriate, pursuant to the provisions of Section 13 or, if a valid address does not appear to exist in the personnel records, to the last address known by the Company of such holder. Notice of any such changes may be provided electronically, including, without limitation, by publication of such changes to a central website to which any holder of the RSUs or Shares issued therefrom has access.

13. Notices. Any notice to be given under this Agreement shall be delivered personally, or sent by certified, registered or express mail, postage prepaid, addressed to the Company in care of its General Counsel at:

Accenture

161 N. Clark Street

Chicago, IL 60601

USA

Telecopy: +1 (312) 652-5619

Attn: General Counsel

(or, if different, the then current principal business address of the duly appointed General Counsel of the Company) and to the Participant at the address appearing in the personnel records of the Company for the Participant or to either party at such other address as either party hereto may hereafter designate in writing to the other. Any such notice shall be deemed effective upon receipt thereof by the addressee.

14. Tax Withholding.

(a) Regardless of any action the Company or Constituent Company takes with respect to any or all income tax (including U.S. federal, state and local taxes or non-U.S. taxes), social insurance, payroll tax, fringe benefit, payment on account or other tax-related withholding (“Tax-Related Items”), the Participant acknowledges that the ultimate liability for all Tax-Related Items legally due by the Participant is and remains the Participant’s responsibility and that the Company and Constituent Company (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs, including the grant of the RSUs, the vesting of the RSUs, the delivery or sale of any Shares acquired pursuant to the RSUs and the issuance of any dividends, and (ii) do not commit to structure the terms of

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the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items.

(b) To the extent that the grant or vesting of the RSUs, the delivery of Shares acquired pursuant to the RSUs or the issuance of dividends results in a withholding obligation for Tax-Related Items, unless otherwise specifically approved and directed by the Committee, the Participant authorizes the Company, Constituent Company or agent of the Company or Constituent Company to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Constituent Company; or (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent). If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

        (c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Share equivalent. The Company shall repay any excess amounts due to the Participant within, where administratively feasible, thirty (30) days of withholding.

(d) The Participant agrees to pay to the Company or Constituent Company, any amount of Tax-Related Items that the Company or Constituent Company may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares, or the proceeds of the sale of Shares, if the Participant fails to comply with the Participant’s obligations in connection with the Tax-Related Items.

(e) The Participant hereby acknowledges that he or she will not be entitled to any interest or appreciation on Shares sold to satisfy the tax withholding requirements (including with respect to any amounts withheld in excess of the Participant’s tax liability).

(f)    If the Participant is not a French tax resident at the time the Participant sells Shares acquired pursuant to the RSUs, the Participant agrees to promptly notify the Company or Constituent Company of, and provide details regarding, such sale.  Further, the Participant authorizes the Company and/or Constituent Company to collect the French income tax liability resulting from such sale (including a sale of Shares to the Company), as determined by the Company or Constituent Company, in its sole discretion, through one or more of the withholding methods identified in paragraph (b) above.  If such French income tax liability is not collected through such withholding method(s), the Participant agrees to promptly pay to the Company or Constituent Company such amount upon request.

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15. Choice of Law and Dispute Resolution.

    (a) THE INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.

    (b) Subject to subsections (c) through (f), any and all disputes which cannot be settled amicably, including any ancillary claims of any party, arising out of, relating to or in connection with the validity, negotiation, execution, interpretation, performance or non-performance and/or termination of this Agreement and any amendment thereto (including without limitation the validity, scope and enforceability of this arbitration provision) (each a “Dispute”) shall be finally settled by arbitration conducted by a single arbitrator in New York, in accordance with the then-existing Rules of Arbitration of the International Chamber of Commerce (“ICC”), except that the parties may select an arbitrator who is a national of the same country as one of the parties. If the parties to the dispute fail to agree on the selection of an arbitrator within thirty (30) days of the receipt of the request for arbitration, the ICC shall make the appointment. The arbitrator shall be a lawyer and shall conduct the proceedings in the English language. In the event of any arbitration between the parties, the Company shall consent to a request by the Participant to hold arbitral proceedings, including any evidentiary hearings, in the country in which the Participant principally conducts his/her business for the convenience of the parties and witnesses, it being understood, however, that the legal situs of the arbitration shall remain in New York. Each side will bear its own costs and attorneys’ fees.

    (c) Either party may bring an action or proceeding in any court having jurisdiction thereof for the purpose of compelling a party to arbitrate, seeking temporary or preliminary relief in aid of an arbitration hereunder, and/or enforcing an arbitration award and/or in support of the arbitration as permitted by any applicable arbitration law and, for the purposes of this subsection (c), each party expressly consents to the application of subsections (e) and (f) to any such suit, action or proceeding.

    (d) Judgment on any award(s) rendered by the tribunal may be entered in any court having jurisdiction thereof.

    (e)    (i) Each party hereby irrevocably submits to the non-exclusive jurisdiction of the Courts located in New York, United States for the purpose of any suit, action or proceeding brought in accordance with the provisions of subsection (c). The parties acknowledge that the forum designated by this subsection (e) has a reasonable relation to this Agreement, and to the parties’ relationship with one another.

    (ii)    The parties hereby waive, to the fullest extent permitted by applicable law, any objection which they now or hereafter may have to any right to assert personal jurisdiction in any other forum or to the laying of venue of any suit, action or proceeding brought in any court referred to in subsection (e)(i) pursuant to subsection (c) and such parties agree not to plead or claim the same, or to seek anti-suit relief or any other remedy to deny the arbitral jurisdiction referred to in subsection (b).

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    (f) The parties agree that if a suit, action or proceeding is brought under subsection (c), proof shall not be required that monetary damages for breach of the provisions of this Agreement would be difficult to calculate and that remedies at law would be inadequate, and they irrevocably appoint the General Counsel of the Company, c/o Accenture, 161 N. Clark Street, Chicago, IL 60601 USA (or, if different, the then-current principal business address of the duly appointed General Counsel of the Company) as such party’s agent for service of process in connection with any such action or proceeding and agree that service of process upon such agent, who shall promptly advise such party of any such service of process, shall be deemed in every respect effective service of process upon the party in any such action or proceeding.

16. Severability. This Agreement shall be enforceable to the fullest extent allowed by law. In the event that a court or appointed arbitrator holds any provision of this Agreement to be invalid or unenforceable, then, if allowed by law, that provision shall be reduced, modified or otherwise conformed to the relevant law, judgment or determination to the degree necessary to render it valid and enforceable without affecting the rest of this Agreement. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be deemed severable from the remainder of this Agreement, and the remaining provisions contained in this Agreement shall be construed to preserve to the maximum permissible extent the intent and purposes of this Agreement. Any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

17. RSUs Subject to 2015 French Restricted Share Unit Plan. By entering into this Agreement, the Participant agrees and acknowledges that the Participant has received and read a copy of the Plan and of the Subplan. All RSUs are subject to the terms and conditions of the Plan applicable to the Restricted Share Units and to the terms and conditions of the Subplan. In the event of a conflict between any term or provision contained herein and a term or provision of the Plan and the Subplan, the applicable terms and provisions of the Subplan will govern and prevail.

18. Rule 16b-3.The grant of the RSUs to the Participant hereunder is intended to be exempt from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”) pursuant to Rule 16b-3 promulgated under the Exchange Act.

19. Signature in Counterparts.To the extent that this Agreement is manually signed, instead of electronically accepted by the Participant (if permitted by the Company), it may be signed in counterparts, each of which shall be deemed an original, with the same effect as if the signatures thereto and hereto were upon the same instrument.

20. Entire Agreement. This Agreement, including the Plan and the Subplan for the RSUs in France, constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and oral and written agreements of the parties with respect to the subject matter hereof. Participant acknowledges and agrees that this Agreement, including the Plan, and all prior RSU or other equity grant agreements between the Company and its assignor Accenture Ltd, on the one hand, and Participant, on the other, are separate from, and shall not be modified or superseded in any way by any other agreements, including employment agreements, entered into between Participant and the Company’s Affiliates.

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21. Severability of Agreement.In the event that any provision in this Agreement shall be held invalid or unenforceable, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of this Agreement.

22. Administration; Consent.In order to manage compliance with the terms of this Agreement, Shares delivered pursuant to this Agreement may, at the sole discretion of the Company, be registered in the name of the nominee for the holder of the Shares and/or held in the custody of a custodian until otherwise determined by the Company. To that end, by acceptance of this Agreement, the holder hereby appoints the Company, with full power of substitution and resubstitution, his or her true and lawful attorney-in-fact to assign, endorse and register for transfer into such nominee’s name or deliver to such custodian any such Shares, granting to such attorneys, and each of them, full power and authority to do and perform each and every act and thing whatsoever that such attorney or attorneys may deem necessary, advisable or appropriate to carry out fully the intent of this Section 22 as such person might or could do personally. It is understood and agreed by each holder of the Shares delivered under this Agreement that this appointment, empowerment and authorization may be exercised by the aforementioned persons with respect to all Shares delivered pursuant to this Agreement of such holder, and held of record by another person or entity, for the period beginning on the date hereof and ending on the later of the date this Agreement is terminated and the date that is ten years following the last date Shares are delivered pursuant to this Agreement. The form of the custody agreement and the identity of the custodian and/or nominee shall be as determined from time to time by the Company in its sole discretion. A holder of Shares delivered pursuant to this Agreement acknowledges and agrees that the Company may refuse to register the transfer of and enter stop transfer orders against the transfer of such Shares except for transfers deemed by it in its sole discretion to be in compliance with the terms of this Agreement. The Company reserves the right to impose other requirements on the RSUs, any Shares acquired pursuant to the RSUs and the Participant’s participation in the 2015 French Restricted Share Unit Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local laws, rules and/or regulations or to facilitate the operation and administration of the RSUs and the 2015 French Restricted Share Unit Plan and to the extent that these requirements are not in contradiction with the terms of the Subplan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements, undertakings or additional documents that may be necessary to accomplish the foregoing. The Participant agrees to take such other actions as may be deemed reasonably necessary or desirable by the Company to effect the provisions of this Agreement, as in effect from time to time. Each holder of Shares delivered pursuant to this Agreement or any prior agreement between the Company and the Participant acknowledges and agrees that the Company may impose a legend on any document relating to Shares issued or issuable pursuant to this Agreement conspicuously referencing the restrictions applicable to such Shares, and may instruct the administrator of any brokerage account into which Shares have been initially deposited to freeze or otherwise prevent the disposition of such Shares.

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23. Section 409A - Disability, Deferral Elections, Payments to Specified Employees, and Interpretation of Grant Terms. If the Participant is subject to income taxation on the income resulting from this Agreement under the laws of the United States, and the foregoing provisions of this Agreement would result in adverse tax consequences to the Participant, as determined by the Company, under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), then the following provisions shall apply and supersede the foregoing provisions to the extent permissible under the Subplan, notably in relation to the minimum Shares acquisition and holding periods:

(a) Deferral elections made by U.S. taxpayers are subject to Section 409A of the Code. The Company will use commercially reasonable efforts to not permit RSUs to be deferred, accelerated, released, extended, paid out or modified in a manner that would result in the imposition of an additional tax under Section 409A of the Code. In the event that it is reasonably determined by the Company that, as a result of Section 409A of the Code, delivery of the Shares underlying the RSU award granted pursuant to this Agreement may not be made at the time contemplated by the terms of the RSU award or the Participant’s deferral election, as the case may be, without causing the Participant to be subject to taxation under Section 409A of the Code, the Company will make such share delivery as soon as practicable on or following the first day that would not result in the Participant’s incurring any tax liability under Section 409A of the Code, and in any event, no later than the last day of the calendar year in which such first date occurs.

(b) If the Participant is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code), deliveries of shares in respect of any RSUs subject to Section 409A of the Code that are linked to the date of the Participant’s separation from service shall not be made prior to the date which is six (6) months after the date of the Participant’s separation from service from the Company or any of its Affiliates, determined in accordance with Section 409A of the Code and the regulations promulgated thereunder.

(c) The Company shall use commercially reasonable efforts to avoid subjecting the Participant to any additional taxation under Section 409A of the Code as described herein; provided that neither the Company nor any of its employees, agents, directors or representatives shall have any liability to the Participant with respect to Section 409A of the Code.

24. Electronic Delivery. The Company may, in its sole discretion, deliver by electronic means any documents related to the RSUs or the Participant’s future participation in the 2015 French Restricted Share Unit Plan. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the 2015 French Restricted Share Unit Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

25. Use of English Language/Utilisation de la langue anglaise. By accepting the RSUs, the Participant acknowledges and agrees that this Agreement, the Plan, the Subplan and all other documents, notices and legal proceedings entered into, given or instituted pursuant to the grant of RSUs, will be drawn up in English. The Participant acknowledges that he or she understands

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and is able to speak English. En acceptant l’attribution d’actions gratuites (RSUs), le Participant reconnait et accepteque le Certificat d’Attribution, le Plan, le Sous-plan, ainsi que tous autres documents, avis donnés et autres documents juridiques, relatifs à l’attribution d’actions gratuites (RSUs), soient rédigés en anglais. Le Participant reconnait qu’il ou elle comprend et parle l’anglais.

26. Repatriation; Compliance with Law.If the Participant is resident or employed outside the United States, the Participant agrees to repatriate all payments attributable to the Shares acquired under the 2015 French Restricted Share Unit Plan in accordance with applicable foreign exchange rules and regulations in the Participant’s country of residence (and country of employment, if different). In addition, the Participant agrees to take any and all actions, and consents to any and all actions taken by the Company and Constituent Companies, as may be required to allow the Company and Constituent Companies to comply with local laws, rules and/or regulations in the Participant’s country of residence (and country of employment, if different). Further, the Participant agrees to take any and all actions as may be required to comply with the Participant’s personal obligations under local laws, rules and/or regulations in the Participant’s country of residence (and country of employment, if different).

27. Insider Trading / Market Abuse Laws.By participating in the 2015 French Restricted Share Unit Plan, the Participant agrees to comply with the Company’s policy on insider trading. The Participant further acknowledges that the Participant may be subject to local insider trading and/or market abuse laws and regulations that are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Participant acknowledges that it is the Participant’s personal responsibility to comply with any applicable restrictions, and that the Participant should consult the Participant’s personal advisor on this matter.

28.Appendix B. Notwithstanding any provision of this Agreement to the contrary, the RSUs shall be subject to any special terms and conditions for the Participant’s jurisdiction of residence (and jurisdiction of employment, if different) as set forth in Appendix B to the Agreement, if applicable, which shall constitute part of this Agreement.

29. Recoupment.The RSUs granted under this Agreement, and any Shares issued in respect thereof, shall be subject to any recoupment policy that the Company may adopt from time to time, to the extent any such policy is applicable to the Participant. By accepting the grant of RSUs under this Agreement the Participant agrees and consents to the Company’s application, implementation and enforcement of (a) the recoupment policy and (b) any provision of applicable law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the recoupment policy (as applicable to the Participant) or applicable law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the 2015 French Restricted Share Unit Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the

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Company. To the extent that the terms of this Agreement and the recoupment policy conflict, the terms of the recoupment policy shall prevail.

30. Amendments. The rights and obligations under this Agreement and their enforceability are subject to local tax and foreign exchange laws and regulations and, in this sense, the terms and conditions contained herein may be amended at the sole discretion of the Company and/or the Committee in order to comply with any such laws and regulations.

31. Data Protection. The Participant consents to the collection and processing (including international transfer) of personal data as set out in Appendix A for the purposes specified therein.

32.Waiver. No waiver of any breach or condition of this Agreement shall be deemed to be a waiver of any other or subsequent breach or condition, whether of like or different nature.

33. Electronic Signature. Participant acknowledges and agrees that by clicking the “Accept Grant Online” button on the “Grant Agreement & Essential Grant Terms” page of the myHoldings website (https://myholdings.accenture.com), it will act as the Participant’s electronic signature to this Agreement and will constitute Participant’s acceptance of and agreement with all of the terms and conditions of the RSUs, as set forth in this Agreement, the Essential Grant Terms, the Plan and the Subplan.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the Date of Grant set forth on the attached Essential Grant Terms.

    ACCENTURE PLC

By:

Joel Unruch

General Counsel & Corporate Secretary

[IF NOT ELECTRONICALLY ACCEPTED]

PARTICIPANT

_______________________________

Signature

_______________________________

Print Name    

_______________________________

Date    

_______________________________

Employee ID

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APPENDIX A

DATA PROTECTION PROVISION

(a)By participating in the 2015 French Restricted Share Unit Plan or accepting any rights granted under it, the Participant consents to and authorizes the collection, processing and transfer by the Company and its Affiliates of personal data relating to the Participant by the Company and its Affiliates for the purposes of fulfilling their obligations and exercising their rights under the 2015 French Restricted Share Unit Plan, issuing certificates (if any), statements and communications relating to the 2015 French Restricted Share Unit Plan and generally administering and managing the 2015 French Restricted Share Unit Plan, including keeping records of analysis of and reporting on participation levels and other information about the 2015 French Restricted Share Unit Plan from time to time. Any such processing shall be in accordance with the purposes and provisions of this data protection provision. References in this provision to the Company and its Affiliates include the Participant’s employer.

This includes the following categories of data (“Data”):

(i)Data already held in the Participant’s records such as the Participant’s name and address, ID number, payroll number, length of service and whether the Participant works full-time or part time;

(ii)Data collected upon the Participant accepting the rights granted under the 2015 French Restricted Share Unit Plan (if applicable);

(iii)Data subsequently collected by the Company or any of its Affiliates in relation to the Participant’s continued participation in the 2015 French Restricted Share Unit Plan, for example, data about shares offered or received, purchased or sold under the 2015 French Restricted Share Unit Plan from time to time and other appropriate financial and other data about the Participant and his or her participation in the 2015 French Restricted Share Unit Plan (e.g., the date on which shares were granted, termination of employment and the reasons of termination of employment or retirement of the Participant); and

(iv)Other personal information about the Participant, including, but not limited to, telephone number, date of birth, social insurance number, tax identification number, resident registration number or other identification number, salary, nationality, job title or any other information necessary for implementing, administering, and managing the 2015 French Restricted Share Unit Plan.

(b)Access to the Participant’s personal Data within the Company will be limited to those employees who have a need to know the information for the purposes described in this Appendix A, which may include personnel in HR, IT, Compliance, Legal, Finance and Accounting, Corporate Investigations and Internal Audit.

(c)The Company and its Affiliates shall retain the Data of the Participant for as long as necessary for the above mentioned purposes. In particular:

•the Company retains the Participant’s Data during the term of the 2015 French Restricted Share Unit Plan;

•the Company retains the Participant’s Data where it is required to do so by a legal obligation to which it is subject;

•the Company retains the Participant’s Data where this is advisable to safeguard or improve the Company’s legal position (for instance in relation to statutes of limitations, litigation, or regulatory investigations).

(d)This consent is in addition to and does not affect any previous consent provided by the Participant to the Company or its Affiliates. The Participant has the right to withdraw its consent at any time by contacting the Company’s data protection officer at dataprivacyofficer@accenture.com.

(e)In particular, the Participant expressly consents to the transfer of personal data about the Participant as described in paragraph (a) above by the Company and its Affiliates. Data may be transferred not only within the country in which the Participant is based from time to time or within the EU or the European Economic Area (“EEA”), but also worldwide, to other employees and officers of the Company and its Affiliates and to the following third parties for the purposes described in paragraph (a) above:

(i)Plan administrators, auditors, brokers, agents and contractors of, and third party service providers to, the Company or its Affiliates such as printers and mail houses engaged to print or distribute notices or communications about the 2015 French Restricted Share Unit Plan;

(ii)regulators, tax authorities, stock or security exchanges and other supervisory, regulatory, governmental or public bodies as required by law or otherwise deemed necessary by the Company or its Affiliates;

(iii)actual or proposed merger partners or proposed assignees of, or those taking or proposing to take security over, the business or assets of the Company or its Affiliates and their agents and contractors;

(iv)other third parties to whom the Company or its Affiliates may need to communicate/transfer the data in connection with the administration of the 2015 French Restricted Share Unit Plan, under a duty of confidentiality to the Company and its Affiliates; and

(v)the Participant’s family members, physicians, heirs, legatees and others associated with the Participant in connection with the 2015 French Restricted Share Unit Plan.

Not all countries, where the personal data may be transferred to, have an equal level of data protection as in the EU or the European Economic Area. Countries to which data are

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transferred include the USA and Ireland and other locations where the Company and its Affiliates, as applicable, administer the 2015 French Restricted Share Unit Plan. The Company has internal policies to ensure an equivalent level of protection is in place across the Company’s worldwide organization. Any transfers of the Participant’s personal Data to other offices of the Company will be governed by the Company’s binding corporate rules (a copy of which can be found at https://www.accenture.com/t00010101T000000Z__w__/gb-en/_acnmedia/PDF-52/Accenture-Public-Facing-BCR-June-2017.pdf). Any international transfers of the Participant’s personal Data to third parties (including those outside the EEA), will be based on an adequacy decision or are governed by the standard contractual clauses (a copy of which can be obtained from dataprivacy@accenture.com).

All national and international transfer of personal data is only done in order to fulfill the obligations and rights of the Company and/or its Affiliates under the 2015 French Restricted Share Unit Plan.

The Participant has the right to be informed whether the Company or its Affiliates hold personal data about the Participant and, to the extent they do so, to have access to those personal data at no charge and require them to be corrected if they are inaccurate and to request the erasure, request the restriction of processing or object to the processing and withdraw his or her consent. The Participant also has the right to request a copy or the portability of its personal Data which it provided to the Company. The Participant is entitled to all the other rights provided for by applicable data protection law, including those detailed in any applicable documentation or guidelines provided to the Participant by the Company or its Affiliates in the past. More detailed information is available to the Participant by contacting the appropriate local data protection officer in the country in which the Participant is based from time to time. If the Participant has a complaint regarding the manner in which personal information relating to the Participant is dealt with, the Participant should contact the appropriate local data protection officer referred to above. The Participant also has the right to lodge a complaint with the competent data protection authority.

(f)The Participant understands that the Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data, or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Participant’s local data contact referred to above. The Participant understands, however, that refusing or withdrawing the Participant’s consent may affect the Participant’s ability to participate in the 2015 French Restricted Share Unit Plan (and may result in the forfeiture of unvested RSUs). For more information on the consequences of the Participant’s refusal to consent or withdrawal of consent, the Participant understands that the Participant may contact the data protection officer referred to above.

(g)Finally, upon request of the Company, the Participant agrees to provide an executed data privacy consent form (or any other agreements or consents that may be required by the

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Company) that the Company may deem necessary to obtain from the Participant for the purposes of administering the Participant’s participation in the 2015 French Restricted Share Unit Plan in compliance with the data privacy laws in the Participant’s country, either now or in the future. The Participant understands and agrees that the Participant will not be able to participate in the 2015 French Restricted Share Unit Plan if the Participant fails to provide any such consent or agreement requested by the Company.

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APPENDIX C

Terms and Conditions

Additional RSUs Credited Pursuant to Section 5 of the Agreement

To the extent that Additional RSUs are granted to the Participant pursuant to Section 5 of the Agreement, the terms and conditions set forth in the Agreement shall apply to the Additional RSUs, except as provided below. Capitalized terms not otherwise defined herein shall have the same meanings ascribed to them in the Agreement or the Plan.

1.The Plan.Additional RSUs granted pursuant to Section 5 of the Agreement shall be subject to the terms of the Plan. Where appropriate, references in the Agreement to the “2015 French Restricted Share Unit Plan” are hereby replaced with the “Plan”.

2.Form and Timing of Issuance or Transfer.Notwithstanding Section 3(a) of the Agreement, if the Participant is resident or employed outside the United States, the Company, in its sole discretion, may provide for the settlement of the Additional RSUs in the form of:

(a)a cash payment (in an amount equal to the Fair Market Value of the Shares that corresponds with the number of vested Additional RSUs) to the extent that settlement in Shares (i) is prohibited under local law, (ii) would require the Participant, the Company or Constituent Company to obtain the approval of any governmental or regulatory body in the Participant’s country of residence (or country of employment, if different), (iii) would result in adverse tax consequences for the Participant, the Company or Constituent Company or (iv) is administratively burdensome; or

(b)Shares, but require the Participant to sell such Shares immediately or within a specified period following the Participant’s termination of employment (in which case, the Participant hereby agrees that the Company shall have the authority to issue sale instructions in relation to such Shares on the Participant’s behalf).

3.    Adjustments Upon Certain Events. Notwithstanding any provision in the Agreement to the contrary, the following provision shall replace Section 4 of the Agreement in its entirety with respect to the Additional RSUs:

4.    Adjustments Upon Certain Events. In the event of any change in the outstanding Shares by reason of any Share dividend or split, reorganization, recapitalization, merger, consolidation, amalgamation, spin-off or combination transaction or exchange of Shares underlying Additional RSUs or other similar events (collectively, an “Adjustment Event”), the Committee may, in its sole discretion, adjust any Shares underlying Additional RSUs or Additional RSUs to reflect such Adjustment Event.

4.    Transferability Restrictions – Additional RSUs/Underlying Shares. Notwithstanding any provision in the Agreement to the contrary, the following provision shall replace Section 12 of the Agreement in its entirety:

12.    Transferability Restrictions – Additional RSUs/Underlying Shares.Additional RSUs may not be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by the Participant otherwise than by will or by the laws of descent and distribution, and any purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance not permitted by this Section 12 shall be void and unenforceable against any Constituent Company. Any Shares underlying Additional RSUs that are issued or transferred to the Participant shall be subject to compliance by the Participant with such policies as the Committee or the Company may deem advisable from time to time, including, without limitation, any policies relating to certain minimum share ownership requirements. Such policies shall be binding upon the permitted respective legatees, legal representatives, successors and assigns of the Participant. The Company shall give notice of any such additional or modified terms and restrictions applicable to Shares underlying Additional RSUs that are delivered or deliverable under this Agreement to the holder of the Additional RSUs and/or the Shares so delivered, as appropriate, pursuant to the provisions of Section 13 or, if a valid address does not appear to exist in the personnel records, to the last address known by the Company of such holder. Notice of any such changes may be provided electronically, including, without limitation, by publication of such changes to a central website to which any holder of the Additional RSUs or Shares issued therefrom has access.

5.    Tax Withholding. The following provisions shall replace Sections 14(b) and 14(c) of the Agreement in their entirety:

(b) To the extent that the crediting or vesting of the Additional RSUs, the delivery of Shares or cash pursuant to the Additional RSUs or issuance of dividends results in a withholding obligation for Tax-Related Items, unless otherwise specifically approved and directed by the Committee, the Participant authorizes the Company, Constituent Company or agent of the Company or Constituent Company to satisfy the obligations with regard to all Tax-Related Items by one or a combination of the following: (i) withholding from the Participant’s wages or other cash compensation paid to the Participant by the Company or the Constituent Company; (ii) withholding from proceeds of the sale of Shares acquired upon settlement of the Additional RSUs either through a voluntary sale or through a mandatory sale arranged by the Company (on the Participant’s behalf pursuant to this authorization without further consent); or (iii) withholding from the Shares to be delivered upon settlement of the Additional RSUs that number of Shares having a Fair Market Value equal to the amount required by law to be withheld. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

(c) Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates (as determined by the Company in good faith and in its sole discretion) or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the

Share equivalent. The Company shall repay any excess amounts due to the Participant within, where administratively feasible, thirty (30) days of withholding.  If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the vested Additional RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

EXHIBIT 1-A

Determination of RSU Vesting pursuant to Section 1(c) of the Agreement

1.    Determine Percentile Rank (PR) for each of the TSR Comparison Companies in accordance with the following formula:

PR = (PB/N)(100)

Where:

PB = ordinal position from the lowest TSR among the TSR Comparison Companies. The TSR Comparison Company with the lowest TSR is the first position from the bottom.

N = number of TSR Comparison Companies in the computation.

2.    After determining and ordering the PR for each TSR Comparison Company, if the TSR of the Company is equal to the TSR of any other TSR Comparison Company (rounded to the nearest 0.01), then the Company’s PR shall equal the PR of such TSR Comparison Company. If the Company’s TSR is not equal to the TSR of any other TSR Comparison Company, then the Company’s PR shall be determined by interpolation, using the TSRs and PRs of the TSR Comparison Companies having the next highest and next lowest TSRs in comparison to the Company’s TSR. If there is no TSR Comparison Company with a TSR that is higher than the Company’s TSR, then the Company’s PR shall be 100. If there is no TSR Comparison Company with a TSR that is lower than the Company’s TSR, then the Company’s PR shall be equal to the PR of the lowest ranked TSR Comparison Company.

3.    Upon determining the PR of the Company, the percentage of maximum RSUs granted under the Agreement that vest shall be determined as follows:

Performance level	Company PR (measured as a percentile)	Percentage of maximum RSUs granted under the Agreement that vest
Maximum	The Company is ranked at or above the 80th percentile.	25%
Target	The Company is ranked at the 65th percentile.	16.67%
Threshold	The Company is ranked at the 45th percentile.	8.33%
	The Company is ranked below the 45th percentile.	0%

If the Company’s Percentile Rank is at the 45th percentile or above, but below the 80th percentile, the percentage of RSUs that vest will be determined by linear interpolation between the applicable Percentile Ranks shown above, taking into account that where the Company is ranked at the 65th percentile, 16.67% of the RSUs granted under the Agreement will vest.

EXHIBIT 1-B

Determination of RSU Vesting pursuant to Section 1(d) of the Agreement

1.    Determine the Company’s Compound Annual Growth Rate (CAGR) over the Performance Period and then divide such result by the aggregate CAGR of the Revenue Growth Comparison Companies and express the result as a multiple (the resulting multiple being referred to as the “Revenue Growth Rate”). “CAGR” shall be calculated in the same manner that the applicable company calculates CAGR for purposes of its public disclosures.

2.    Upon determining the Company’s Revenue Growth Rate, the percentage of maximum RSUs granted under the Agreement that vest shall be determined as follows:

Performance level	Company’s Revenue Growth Rate	Percentage of RSUs granted under the Agreement that vest
Maximum	3.0X or above	75%
Target	2.0X	50%
Threshold	1.2X	25%
	Below 1.2X	0%

If the Company’s Revenue Growth Rate is 1.2X or above, but below 3.0X, then the percentage of RSUs that vest will be determined by linear interpolation between the applicable Revenue Growth Rates shown above, taking into account that where the Revenue Growth Rate is 2.0X, 50% of the RSUs granted under the Agreement will vest.

EX-31.1

Exhibit 31.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Julie Sweet, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Accenture plc for the period ended November 30, 2020, as filed with the Securities and Exchange Commission on the date hereof;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 17, 2020

/s/ Julie Sweet

Julie Sweet

Chief Executive Officer of Accenture plc

(principal executive officer)

EX-31.2

Exhibit 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, KC McClure, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Accenture plc for the period ended November 30, 2020, as filed with the Securities and Exchange Commission on the date hereof;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: December 17, 2020

/s/ KC McClure

KC McClure

Chief Financial Officer of Accenture plc

(principal financial officer)

EX-32.1

Exhibit 32.1

Certification of the Principal Executive Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Accenture plc (the “Company”) on Form 10-Q for the period ended November 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Julie Sweet, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 17, 2020

/s/ Julie Sweet

Julie Sweet

Chief Executive Officer of Accenture plc

(principal executive officer)

EX-32.2

Exhibit 32.2

Certification of the Principal Financial Officer

Pursuant to 18 U.S.C. Section 1350,

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Accenture plc (the “Company”) on Form 10-Q for the period ended November 30, 2020 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, KC McClure, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: December 17, 2020

/s/ KC McClure

KC McClure

Chief Financial Officer of Accenture plc

(principal financial officer)

XML

Document and Entity Information - shares	3 Months Ended
	Nov. 30, 2020	Dec. 07, 2020
Entity Incorporation, State or Country Code	L2
Document Transition Report	false
Document Quarterly Report	true
Document Type	10-Q
Entity File Number	001-34448
Amendment Flag	false
Document Period End Date	Nov. 30, 2020
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Title of 12(b) Security	Class A ordinary shares, par value $0.0000225 per share
Trading Symbol	ACN
Security Exchange Name	NYSE
Entity Registrant Name	Accenture plc
Entity Central Index Key	0001467373
Entity Address, Address Line One	1 Grand Canal Square
Entity Address, Address Line Two	Grand Canal Harbour
Entity Address, City or Town	Dublin
Entity Address, Postal Zip Code	2
Entity Address, Country	IE
Country Region	353
City Area Code	1
Local Phone Number	646-2000
Current Fiscal Year End Date	--08-31
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Shell Company	false
Entity Tax Identification Number	98-0627530
Class A ordinary shares
Entity Common Stock, Shares Outstanding		661,135,130
Class X Ordinary Shares
Entity Common Stock, Shares Outstanding		526,879

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Nov. 30, 2020	Aug. 31, 2020
CURRENT ASSETS:
Cash and cash equivalents	$ 8,594,003	$ 8,415,330
Short-term investments	83,148	94,309
Receivables and contract assets	8,547,711	7,846,892
Other current assets	1,401,232	1,393,225
Total current assets	18,626,094	17,749,756
NON-CURRENT ASSETS:
Contract assets	44,517	43,257
Investments	298,906	324,514
Property and equipment, net	1,506,825	1,545,568
Lease assets	3,100,120	3,183,346
Goodwill	8,127,411	7,709,820
Deferred contract costs	715,897	723,168
Deferred tax assets	4,178,723	4,153,146
Other non-current assets	1,669,818	1,646,018
Total non-current assets	19,642,217	19,328,837
TOTAL ASSETS	38,268,311	37,078,593
CURRENT LIABILITIES:
Current portion of long-term debt and bank borrowings	8,925	7,820
Accounts payable	1,513,442	1,349,874
Deferred revenues	3,524,781	3,636,741
Accrued payroll and related benefits	5,179,301	5,083,950
Income taxes payable	445,824	453,542
Lease liabilities	732,878	756,057
Accrued consumption taxes	706,876	662,409
Other accrued liabilities	707,072	712,197
Total current liabilities	12,819,099	12,662,590
NON-CURRENT LIABILITIES:
Long-term debt	59,881	54,052
Deferred revenues	668,267	690,931
Retirement obligation	1,875,976	1,859,444
Deferred tax liabilities	201,376	179,703
Income taxes payable	995,478	930,695
Lease liabilities	2,627,185	2,667,584
Other non-current liabilities	594,833	534,421
Total non-current liabilities	7,022,996	6,916,830
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY:
Restricted share units	1,721,681	1,585,302
Additional paid-in capital	7,551,089	7,167,227
Treasury Stock, Value	(3,163,841)	(2,565,761)
Retained earnings	13,276,702	12,375,533
Accumulated other comprehensive loss	(1,479,202)	(1,561,837)
Total Accenture plc shareholders’ equity	17,906,501	17,000,536
Noncontrolling interests	519,715	498,637
Total shareholders’ equity	18,426,216	17,499,173
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY	38,268,311	37,078,593
Ordinary Shares
SHAREHOLDERS’ EQUITY:
Ordinary shares, value	57	57
Class A ordinary shares
SHAREHOLDERS’ EQUITY:
Ordinary shares, value	15	15
Class X Ordinary Shares
SHAREHOLDERS’ EQUITY:
Ordinary shares, value	$ 0	$ 0

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical)	Nov. 30, 2020 € / shares shares	Nov. 30, 2020 $ / shares shares	Aug. 31, 2020 € / shares shares	Aug. 31, 2020 $ / shares shares
Ordinary Shares
Ordinary shares, par value | € / shares	€ 1.00		€ 1.00
Ordinary shares, shares authorized	40,000	40,000	40,000	40,000
Ordinary shares, shares issued	40,000	40,000	40,000	40,000
Treasury shares, ordinary shares	40,000	40,000	40,000	40,000
Class A ordinary shares
Ordinary shares, par value | $ / shares		$ 0.0000225		$ 0.0000225
Ordinary shares, shares authorized	20,000,000,000	20,000,000,000	20,000,000,000	20,000,000,000
Ordinary shares, shares issued	660,518,888	660,518,888	658,548,895	658,548,895
Treasury shares, ordinary shares	26,898,686	26,898,686	24,383,369	24,383,369
Class X Ordinary Shares
Ordinary shares, par value | $ / shares		$ 0.0000225		$ 0.0000225
Ordinary shares, shares authorized	1,000,000,000	1,000,000,000	1,000,000,000	1,000,000,000
Ordinary shares, shares issued	526,879	526,879	527,509	527,509
Ordinary shares, shares outstanding	526,879	526,879	527,509	527,509

XML

CONSOLIDATED INCOME STATEMENTS - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2020	Nov. 30, 2019
REVENUES:
Revenues	$ 11,762,185	$ 11,358,958
OPERATING EXPENSES:
Cost of services	7,863,889	7,711,199
Sales and marketing	1,227,176	1,191,123
General and administrative costs	780,451	689,373
Total operating expenses	9,871,516	9,591,695
OPERATING INCOME	1,890,669	1,767,263
Interest income	10,685	27,419
Interest expense	(8,854)	(5,474)
Other income (expense), net	94,367	11,439
INCOME BEFORE INCOME TAXES	1,986,867	1,800,647
Income tax expense	464,810	425,479
NET INCOME	1,522,057	1,375,168
Net income attributable to noncontrolling interest in Accenture Canada Holdings Inc.	(1,700)	(1,741)
Net income attributable to noncontrolling interests – other	(20,081)	(16,459)
NET INCOME ATTRIBUTABLE TO ACCENTURE PLC	$ 1,500,276	$ 1,356,968
Weighted average Class A ordinary shares:
Basic	634,271,482	635,722,309
Diluted	646,879,735	649,389,444
Earnings per Class A ordinary share:
Basic	$ 2.37	$ 2.13
Diluted	2.32	2.09
Cash dividends per share	$ 0.88	$ 0.80

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2020	Nov. 30, 2019
Statement of Comprehensive Income [Abstract]
NET INCOME	$ 1,522,057	$ 1,375,168
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX:
Foreign currency translation	67,312	37,730
Defined benefit plans	10,881	8,752
Cash flow hedges	4,393	14,127
Investments	49	0
OTHER COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ACCENTURE PLC	82,635	60,609
Other comprehensive income (loss) attributable to noncontrolling interests	1,461	1,180
COMPREHENSIVE INCOME	1,606,153	1,436,957
COMPREHENSIVE INCOME ATTRIBUTABLE TO ACCENTURE PLC	1,582,911	1,417,577
Comprehensive income attributable to noncontrolling interests	23,242	19,380
COMPREHENSIVE INCOME	$ 1,606,153	$ 1,436,957

XML

CONSOLIDATED SHAREHOLDERS' EQUITY STATEMENT - USD ($) $ in Thousands	Total	Ordinary Shares	Class A ordinary shares	Class X Ordinary Shares	Common Stock Ordinary Shares	Common Stock Class A ordinary shares	Common Stock Class X Ordinary Shares	Common Stock Restricted Share Units	Additional Paid-in Capital	Treasury Shares	Retained Earnings	Accumulated Other Comprehensive Loss	Total Accenture plc Shareholders' Equity	Noncontrolling Interests
Beginning Balance at Aug. 31, 2019	$ 14,827,691				$ 57	$ 15	$ 0	$ 1,411,903	$ 5,804,448	$ (1,388,376)	$ 10,421,538	$ (1,840,577)	$ 14,409,008	$ 418,683
Beginning Balance (in shares) at Aug. 31, 2019					40,000	654,739,000	609,000			(19,005,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	1,375,168										1,356,968		1,356,968	18,200
Other comprehensive income (loss)	61,789											60,609	60,609	1,180
Purchases of Class A ordinary shares	(724,618)								811	$ (724,618)			(723,807)	(811)
Purchases of Class A ordinary shares (in shares)										(3,821,000)
Share-based compensation expense	274,929							238,677	36,252				274,929
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares (in shares)							15,000
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares (in shares)	(4,593)								(4,593)				(4,593)
Employee share programs	300,400							(142,925)	323,660	$ 135,603	(16,263)		300,075	325
Employee share programs (in shares)						2,207,000				836,000
Dividends	(508,381)							18,243			(525,968)		(507,725)	656
Other, net	(1,177)								1,674				1,674	(2,851)
Ending Balance (in shares) at Nov. 30, 2019					40,000	656,946,000	594,000			(21,990,000)
Ending Balance at Nov. 30, 2019	15,601,208				$ 57	$ 15	$ 0	1,525,898	6,162,252	$ (1,977,391)	11,236,275	(1,779,968)	15,167,138	434,070
Beginning Balance at Aug. 31, 2020	17,499,173				$ 57	$ 15	$ 0	1,585,302	7,167,227	$ (2,565,761)	12,375,533	(1,561,837)	17,000,536	498,637
Beginning Balance (in shares) at Aug. 31, 2020		40,000	658,548,895	527,509	40,000	658,549,000	528,000			(24,423,000)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	1,522,057										1,500,276		1,500,276	21,781
Other comprehensive income (loss)	84,096											82,635	82,635	1,461
Purchases of Class A ordinary shares	(768,395)								765	$ (768,395)			(767,630)	(765)
Purchases of Class A ordinary shares (in shares)										(3,341,000)
Share-based compensation expense	311,321							270,226	41,095				311,321
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares (in shares)							(1,000)
Purchases/redemptions of Accenture Canada Holdings Inc. exchangeable shares and Class X shares (in shares)	(500)								(500)				(500)
Employee share programs	338,891							(153,073)	343,783	$ 170,315	(22,462)		338,563	328
Employee share programs (in shares)						1,970,000				825,000
Dividends	(558,052)							19,226			(576,645)		(557,419)	(633)
Other, net	(2,375)								(1,281)				(1,281)	(1,094)
Ending Balance (in shares) at Nov. 30, 2020		40,000	660,518,888	526,879	40,000	660,519,000	527,000			(26,939,000)
Ending Balance at Nov. 30, 2020	$ 18,426,216				$ 57	$ 15	$ 0	$ 1,721,681	$ 7,551,089	$ (3,163,841)	$ 13,276,702	$ (1,479,202)	$ 17,906,501	$ 519,715

XML

CONSOLIDATED CASH FLOWS STATEMENTS - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2020	Nov. 30, 2019
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	$ 1,522,057	$ 1,375,168
Adjustments to reconcile Net income to Net cash provided by (used in) operating activities —
Depreciation, amortization and other	468,200	399,458
Share-based compensation expense	311,321	274,929
Deferred tax expense (benefit)	(19,096)	36,591
Other, net	(103,806)	(120,927)
Change in assets and liabilities, net of acquisitions —
Receivables and contract assets, current and non-current	(594,475)	(436,872)
Other current and non-current assets	(18,129)	(101,096)
Accounts payable	148,495	(61,929)
Deferred revenues, current and non-current	(151,356)	(185,313)
Accrued payroll and related benefits	48,385	(261,592)
Income taxes payable, current and non-current	34,755	84,840
Other current and non-current liabilities	(43,506)	(216,346)
Net cash provided by (used in) operating activities	1,602,845	786,911
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment	(93,115)	(95,063)
Purchases of businesses and investments, net of cash acquired	(503,843)	(109,848)
Proceeds from sales of businesses and investments	149,002	39,200
Other investing, net	1,549	(182)
Net cash provided by (used in) investing activities	(446,407)	(165,893)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of shares	338,891	300,400
Purchases of shares	(768,895)	(729,211)
Proceeds from (repayments of) long-term debt, net	(82)	(570)
Cash dividends paid	(558,052)	(508,381)
Other, net	(11,313)	(10,462)
Net cash provided by (used in) financing activities	(999,451)	(948,224)
Effect of exchange rate changes on cash and cash equivalents	21,686	10,890
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	178,673	(316,316)
CASH AND CASH EQUIVALENTS, beginning of period	8,415,330	6,126,853
CASH AND CASH EQUIVALENTS, end of period	8,594,003	5,810,537
Supplemental Cash Flow Information [Abstract]
Income taxes paid, net	$ 344,628	$ 292,787

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BASIS OF PRESENTATION

3 Months Ended

Nov. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

BASIS OF PRESENTATION

1. Basis Of Presentation

The accompanying unaudited interim Consolidated Financial Statements of Accenture plc and its controlled subsidiary companies have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. We use the terms “Accenture,” “we” and “our” in the Notes to Consolidated Financial Statements to refer to Accenture plc and its subsidiaries. These Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended August 31, 2020 included in our Annual Report on Form 10-K filed with the SEC on October 22, 2020.

The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that we may undertake in the future, actual results may differ from those estimates. The Consolidated Financial Statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of results for these interim periods. The results of operations for the three months ended November 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2021.

Allowance for Credit Losses - Client Receivables and Contract Assets

We record client receivables and contract assets at their face amounts less an allowance for credit losses. The allowance represents our estimate of expected credit losses based on historical experience, current economic conditions and certain forward-looking information. As of November 30, 2020 and August 31, 2020, the total allowance for credit losses recorded for client receivables and contract assets was $38,315 and $40,277, respectively. The change in the allowance is primarily due to immaterial write-offs and changes in gross client receivables and contract assets.

Concentrations of Credit Risk

Our financial instruments, consisting primarily of cash and cash equivalents, foreign currency exchange rate instruments and client receivables, are exposed to concentrations of credit risk. We place our cash and cash equivalents and foreign exchange instruments with highly-rated financial institutions, limit the amount of credit exposure with any one financial institution and conduct ongoing evaluations of the credit worthiness of the financial institutions with which we do business. Client receivables are dispersed across many different industries and countries; therefore, concentrations of credit risk are limited.

Investments

All available-for-sale securities and liquid investments with an original maturity greater than three months but less than one year are considered to be Short-term investments. Non-current investments consist of equity securities in publicly-traded and privately-held companies and are accounted for using either the equity or fair value measurement alternative method of accounting (for investments without readily determinable fair values).

Our non-current investments are as follows:

	November 30, 2020		August 31, 2020
Equity method investments	$	211,765	$	240,446
Investments without readily determinable fair values	87,141		84,068
Total non-current investments	$	298,906	$	324,514

For investments in which we can exercise significant influence but do not control, we use the equity method of accounting. Equity method investments are initially recorded at cost and our proportionate share of gains and losses of the investee are included as a component of other income (expense), net. Our equity method investments consist primarily of an investment in Duck Creek Technologies. As of November 30, 2020 and August 31, 2020, the carrying amount of our investment was $201,810 and $230,219, and the estimated fair value of our approximately 19% and 22% ownership was $850,825 and $956,308, respectively.

We account for the investment under the equity method because we have the ability to influence operations through the combination of our voting power and through other factors, such as representation on the board and our business relationship.

Depreciation and Amortization

As of November 30, 2020 and August 31, 2020, total accumulated depreciation was $2,414,951 and $2,313,731, respectively. See table below for summary of depreciation on fixed assets, deferred transition amortization, intangible assets amortization and operating lease cost for the three months ended November 30, 2020 and 2019, respectively.

	Three Months Ended
	November 30, 2020		November 30, 2019
Depreciation	$	133,918	$	97,090
Amortization - Deferred transition	81,356		67,914
Amortization - Intangible assets	67,207		53,372
Other - Operating lease cost	185,719		181,082
Total depreciation, amortization and other	$	468,200	$	399,458

Recently Adopted Accounting Pronouncements

Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2016-13 (“Topic 326”)

On September 1, 2020, we adopted FASB ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends guidance on recognition and measurement of credit losses and related disclosures. The amendments replace the existing incurred loss impairment model with a methodology to measure and recognize lifetime expected credit losses for all in-scope financial assets, including accounts receivable and contract assets. The adoption did not have an impact on our Consolidated Financial Statements.

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REVENUES

3 Months Ended

Nov. 30, 2020

Revenues [Abstract]

Revenues

2. Revenues

Disaggregation of Revenue

See Note 11 (Segment Reporting) to these Consolidated Financial Statements for our disaggregated revenues.

Remaining Performance Obligations

We had remaining performance obligations of approximately $19 billion and $20 billion as of November 30, 2020 and August 31, 2020, respectively. Our remaining performance obligations represent the amount of transaction price for which work has not been performed and revenue has not been recognized. The majority of our contracts are terminable by the client on short notice with little or no termination penalties, and some without notice. Under Topic 606, only the non-cancelable portion of these contracts is included in our performance obligations. Additionally, our performance obligations only include variable consideration if we assess it is probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty is resolved. Based on the terms of our contracts, a significant portion of what we consider contract bookings is not included in our remaining performance obligations. We expect to recognize approximately 62% of our remaining performance obligations as of November 30, 2020 as revenue in fiscal 2021, an additional 19% in fiscal 2022, and the balance thereafter.

Contract Estimates

Adjustments in contract estimates related to performance obligations satisfied or partially satisfied in prior periods were immaterial for the three months ended November 30, 2020 and 2019, respectively.

Contract Balances

Deferred transition revenues were $668,267 and $690,931 as of November 30, 2020 and August 31, 2020, respectively, and are included in Non-current deferred revenues. Costs related to these activities are also deferred and are expensed as the services are provided. Deferred transition costs were $715,897 and $723,168 as of November 30, 2020 and August 31, 2020, respectively, and are included in Deferred contract costs. Generally, deferred amounts are protected in the event of early termination of the contract and are monitored regularly for impairment. Impairment losses are recorded when projected remaining undiscounted operating cash flows of the related contract are not sufficient to recover the carrying amount of contract assets.

The following table provides information about the balances of our Receivables and Contract assets, net of allowance, and Contract liabilities (Deferred revenues):

	As of November 30, 2020		As of August 31, 2020
Receivables	$	7,799,770	$	7,192,110
Contract assets (current)	747,941		654,782
Receivables and contract assets, net of allowance (current)	8,547,711		7,846,892
Contract assets (non-current)	44,517		43,257
Deferred revenues (current)	3,524,781		3,636,741
Deferred revenues (non-current)	668,267		690,931

Changes in the contract asset and liability balances during the three months ended November 30, 2020, were a result of normal business activity and not materially impacted by any other factors.

Revenues recognized during the three months ended November 30, 2020 that were included in Deferred revenues as of August 31, 2020 were $2.0 billion. Revenues recognized during the three months ended November 30, 2019 that were included in Deferred revenues as of August 31, 2019 were $1.8 billion.

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EARNINGS PER SHARE

3 Months Ended

Nov. 30, 2020

Earnings Per Share [Abstract]

EARNINGS PER SHARE

3. Earnings Per Share

Basic and diluted earnings per share are calculated as follows:

	Three Months Ended
	November 30, 2020		November 30, 2019
Basic earnings per share
Net income attributable to Accenture plc	$	1,500,276	$	1,356,968
Basic weighted average Class A ordinary shares	634,271,482		635,722,309
Basic earnings per share	$	2.37	$	2.13
Diluted earnings per share
Net income attributable to Accenture plc	$	1,500,276	$	1,356,968
Net income attributable to noncontrolling interest in Accenture Canada Holdings Inc. (1)	1,700		1,741
Net income for diluted earnings per share calculation	$	1,501,976	$	1,358,709
Basic weighted average Class A ordinary shares	634,271,482		635,722,309
Class A ordinary shares issuable upon redemption/exchange of noncontrolling interest (1)	718,767		815,515
Diluted effect of employee compensation related to Class A ordinary shares	11,633,343		12,626,225
Diluted effect of share purchase plans related to Class A ordinary shares	256,143		225,395
Diluted weighted average Class A ordinary shares	646,879,735		649,389,444
Diluted earnings per share	$	2.32	$	2.09

(1)Diluted earnings per share assumes the exchange of all Accenture Canada Holdings Inc. exchangeable shares for Accenture plc Class A ordinary shares on a one-for-one basis. The income effect does not take into account “Net income attributable to noncontrolling interests - other,” since those shares are not redeemable or exchangeable for Accenture plc Class A ordinary shares.

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ACCUMULATED OTHER COMPREHENSIVE LOSS

3 Months Ended

Nov. 30, 2020

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Accumulated Other Comprehensive Loss

4. Accumulated Other Comprehensive Loss

The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive loss attributable to Accenture plc:

	Three Months Ended
	November 30, 2020		November 30, 2019
Foreign currency translation
Beginning balance	$	(1,010,279)	$	(1,207,975)
Foreign currency translation	67,443		40,145
Income tax benefit (expense)	1,313		(1,264)
Portion attributable to noncontrolling interests	(1,444)		(1,151)
Foreign currency translation, net of tax	67,312		37,730
Ending balance	(942,967)		(1,170,245)
Defined benefit plans
Beginning balance	(615,223)		(672,323)
Reclassifications into net periodic pension and post-retirement expense (1)	13,595		12,784
Income tax benefit (expense)	(2,702)		(4,021)
Portion attributable to noncontrolling interests	(12)		(11)
Defined benefit plans, net of tax	10,881		8,752
Ending balance	(604,342)		(663,571)
Cash flow hedges
Beginning balance	63,714		38,993
Unrealized gain (loss)	25,364		38,408
Reclassification adjustments into Cost of services	(20,895)		(20,019)
Income tax benefit (expense)	(71)		(4,244)
Portion attributable to noncontrolling interests	(5)		(18)
Cash flow hedges, net of tax	4,393		14,127
Ending balance (2)	68,107		53,120
Investments
Beginning balance	(49)		728
Unrealized gain (loss)	49		—
Income tax benefit (expense)	—		—
Portion attributable to noncontrolling interests	—		—
Investments, net of tax	49		—
Ending balance	—		728
Accumulated other comprehensive loss	$	(1,479,202)	$	(1,779,968)

(1)Reclassifications into net periodic pension and post-retirement expense are recognized in Cost of services, Sales and marketing, General and administrative costs and non-operating expenses.

(2)As of November 30, 2020, $66,522 of net unrealized gains related to derivatives designated as cash flow hedges is expected to be reclassified into Cost of services in the next twelve months.

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BUSINESS COMBINATIONS	3 Months Ended
	Nov. 30, 2020
Business Combinations [Abstract]
BUSINESS COMBINATIONS	5. Business CombinationsDuring the three months ended November 30, 2020, we completed individually immaterial acquisitions for total consideration of $493,354, net of cash acquired. The pro forma effects of these acquisitions on our operations were not material.

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GOODWILL AND INTANGIBLE ASSETS

3 Months Ended

Nov. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure

6. Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill by reportable operating segment are as follows:

	August 31, 2020		Additions/ Adjustments		Foreign Currency Translation		November 30, 2020
North America	$	4,604,441	$	225,619	$	647	$	4,830,707
Europe	2,138,088		120,090		9,356		2,267,534
Growth Markets	967,291		48,909		12,970		1,029,170
Total	$	7,709,820	$	394,618	$	22,973	$	8,127,411

Goodwill includes immaterial adjustments related to prior period acquisitions.

Intangible Assets

Our definite-lived intangible assets by major asset class are as follows:

	August 31, 2020						November 30, 2020
Intangible Asset Class	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer-related	$	1,319,332	$	(495,367)	$	823,965	$	1,386,214	$	(527,370)	$	858,844
Technology	150,765		(55,543)		95,222		170,600		(56,977)		113,623
Patents	129,295		(66,954)		62,341		128,399		(65,928)		62,471
Other	82,676		(34,986)		47,690		82,622		(36,575)		46,047
Total	$	1,682,068	$	(652,850)	$	1,029,218	$	1,767,835	$	(686,850)	$	1,080,985

Total amortization related to our intangible assets was $67,207 and $53,372 for the three months ended November 30, 2020 and 2019, respectively. Estimated future amortization related to intangible assets held as of November 30, 2020 is as follows:

Fiscal Year	Estimated Amortization
Remainder of 2021	$	179,796
2022	198,541
2023	178,958
2024	158,361
2025	138,373
Thereafter	226,956
Total	$	1,080,985

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SHAREHOLDERS' EQUITY

3 Months Ended

Nov. 30, 2020

Equity [Abstract]

SHAREHOLDERS' EQUITY

7. Shareholders’ Equity

Dividends

Our dividend activity during the three months ended November 30, 2020 is as follows:

	Dividend Per Share		Accenture plc Class A Ordinary Shares			Accenture Canada Holdings Inc. Exchangeable Shares			Total Cash Outlay
Dividend Payment Date			Record Date	Cash Outlay		Record Date	Cash Outlay
November 13, 2020	$	0.88	October 13, 2020	$	557,419	October 9, 2020	$	633	$	558,052

The payment of the cash dividends also resulted in the issuance of an immaterial number of additional restricted share units to holders of restricted share units.

Subsequent Event

On December 16, 2020, the Board of Directors of Accenture plc declared a quarterly cash dividend of $0.88 per share on its Class A ordinary shares for shareholders of record at the close of business on January 14, 2021 payable on February 12, 2021. The payment of the cash dividend will result in the issuance of an immaterial number of additional restricted share units to holders of restricted share units.

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FINANCIAL INSTRUMENTS

3 Months Ended

Nov. 30, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

FINANCIAL INSTRUMENTS

8. Financial Instruments

Derivatives

In the normal course of business, we use derivative financial instruments to manage foreign currency exchange rate risk. Our derivative financial instruments consist of deliverable and non-deliverable foreign currency forward contracts.

Cash Flow Hedges

For a cash flow hedge, the effective portion of the change in estimated fair value of a hedging instrument is recorded in Accumulated other comprehensive loss as a separate component of Shareholders’ Equity and is reclassified into Cost of services in the Consolidated Income Statements during the period in which the hedged transaction is recognized. For information related to derivatives designated as cash flow hedges that were reclassified into Cost of services during the three months ended November 30, 2020 and 2019, as well as those expected to be reclassified into Cost of services in the next 12 months, see Note 4 (Accumulated Other Comprehensive Loss) to these Consolidated Financial Statements.

Other Derivatives

Realized gains or losses and changes in the estimated fair value of foreign currency forward contracts that have not been designated as hedges were net gains of $28,324 and net losses $56,619 for the three months ended November 30, 2020 and 2019, respectively. Gains and losses on these contracts are recorded in Other income (expense), net in the Consolidated Income Statements and are offset by gains and losses on the related hedged items.

Fair Value of Derivative Instruments

The notional and fair values of all derivative instruments are as follows:

	November 30, 2020		August 31, 2020
Assets
Cash Flow Hedges
Other current assets	$	79,405	$	75,871
Other non-current assets	50,138		50,914
Other Derivatives
Other current assets	42,697		27,964
Total assets	$	172,240	$	154,749
Liabilities
Cash Flow Hedges
Other accrued liabilities	$	12,883	$	13,614
Other non-current liabilities	12,691		13,576
Other Derivatives
Other accrued liabilities	5,428		11,828
Total liabilities	$	31,002	$	39,018
Total fair value	$	141,238	$	115,731
Total notional value	$	9,367,230	$	9,600,691

We utilize standard counterparty master agreements containing provisions for the netting of certain foreign currency transaction obligations and for the set-off of certain obligations in the event of an insolvency of one of the parties to the transaction. In the Consolidated Balance Sheets, we record derivative assets and liabilities at gross fair value. The potential effect of netting derivative assets against liabilities under the counterparty master agreements is as follows:

	November 30, 2020		August 31, 2020
Net derivative assets	$	159,030	$	129,520
Net derivative liabilities	17,792		13,789
Total fair value	$	141,238	$	115,731

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INCOME TAXES

3 Months Ended

Nov. 30, 2020

Income Tax Disclosure [Abstract]

INCOME TAXES

9. Income Taxes

We apply an estimated annual effective tax rate to our year-to-date operating results to determine the interim provision for income tax expense. In addition, we recognize taxes related to unusual or infrequent items or resulting from a change in judgment regarding a position taken in a prior year as discrete items in the interim period in which the event occurs.

Our effective tax rates for the three months ended November 30, 2020 and 2019 were 23.4% and 23.6%, respectively. Absent the $119,700 and $60,492 gains on our investment in Duck Creek Technologies and related $22,906 and $10,183 in tax expense, our effective tax rates for the first quarter of fiscal 2021 and 2020 would have been 23.7% and 23.9%, respectively.

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COMMITMENTS AND CONTINGENCIES

3 Months Ended

Nov. 30, 2020

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

10. Commitments and Contingencies

Indemnifications and Guarantees

In the normal course of business and in conjunction with certain client engagements, we have entered into contractual arrangements through which we may be obligated to indemnify clients with respect to certain matters.

As of November 30, 2020 and August 31, 2020, our aggregate potential liability to our clients for expressly limited guarantees involving the performance of third parties was approximately $848,000 and $832,000, respectively, of which all but approximately $81,000 and $87,000, respectively, may be recovered from the other third parties if we are obligated to make payments to the indemnified parties as a consequence of a performance default by the other third parties. For arrangements with unspecified limitations, we cannot reasonably estimate the aggregate maximum potential liability, as it is inherently difficult to predict the maximum potential amount of such payments, due to the conditional nature and unique facts of each particular arrangement.

To date, we have not been required to make any significant payment under any of the arrangements described above. We have assessed the current status of performance/payment risk related to arrangements with limited guarantees, warranty obligations, unspecified limitations and/or indemnification provisions and believe that any potential payments would be immaterial to the Consolidated Financial Statements, as a whole.

Legal Contingencies

As of November 30, 2020, we or our present personnel had been named as a defendant in various litigation matters. We and/or our personnel also from time to time are involved in investigations by various regulatory or legal authorities concerning matters arising in the course of our business around the world. Based on the present status of these matters, management believes the range of reasonably possible losses in addition to amounts accrued, net of insurance recoveries, will not have a material effect on our results of operations or financial condition.

On July 24, 2019, Accenture was named in a putative class action lawsuit filed by consumers of Marriott International, Inc. (“Marriott”) in the U.S. District Court for the District of Maryland. The complaint alleges negligence by us, and seeks monetary damages, costs and attorneys’ fees and other related relief, relating to a data security incident involving unauthorized access to the reservations database of Starwood Worldwide Resorts, Inc. (“Starwood”), which was acquired by Marriott on September 23, 2016. Since 2009, we have provided certain IT infrastructure outsourcing services to Starwood. On October 27, 2020, the court issued an order largely denying Accenture’s motion to dismiss the claims against us. We continue to believe the lawsuit is without merit and we will vigorously defend it. At present, we do not believe any losses from this matter will have a material effect on our results of operations or financial condition.

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SEGMENT REPORTING

3 Months Ended

Nov. 30, 2020

Segment Reporting [Abstract]

SEGMENT REPORTING

11. Segment Reporting

Our reportable segments are our three geographic markets, which are North America, Europe and Growth Markets. Information regarding reportable segments, industry groups and type of work is as follows:

	Revenues
	Three Months Ended
	November 30, 2020		November 30, 2019
GEOGRAPHIC MARKETS
North America	$	5,480,963	$	5,287,812
Europe	3,967,408		3,789,657
Growth Markets	2,313,814		2,281,489
Total Revenues	$	11,762,185	$	11,358,958
INDUSTRY GROUPS (1)
Communications, Media & Technology	$	2,333,645	$	2,245,470
Financial Services	2,346,291		2,190,107
Health & Public Service	2,211,889		1,969,214
Products	3,206,125		3,220,015
Resources	1,664,235		1,734,152
Total Revenues	$	11,762,185	$	11,358,958
TYPE OF WORK
Consulting	$	6,332,572	$	6,377,251
Outsourcing	5,429,613		4,981,707
Total Revenues	$	11,762,185	$	11,358,958

(1)Effective September 1, 2020, we revised the reporting of our industry groups to include amounts previously reported in Other. Prior period amounts have been reclassified to conform with the current period presentation.

	Operating Income
	Three Months Ended
	November 30, 2020		November 30, 2019
GEOGRAPHIC MARKETS
North America	$	888,809	$	828,407
Europe	629,430		558,951
Growth Markets	372,430		379,905
Total Operating Income	$	1,890,669	$	1,767,263

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BASIS OF PRESENTATION (Policies)

3 Months Ended

Nov. 30, 2020

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

The accompanying unaudited interim Consolidated Financial Statements of Accenture plc and its controlled subsidiary companies have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for quarterly reports on Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles (“U.S. GAAP”) for complete financial statements. We use the terms “Accenture,” “we” and “our” in the Notes to Consolidated Financial Statements to refer to Accenture plc and its subsidiaries. These Consolidated Financial Statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes thereto for the fiscal year ended August 31, 2020 included in our Annual Report on Form 10-K filed with the SEC on October 22, 2020.

The accompanying unaudited interim Consolidated Financial Statements have been prepared in accordance with U.S. GAAP, which requires management to make estimates and assumptions that affect amounts reported in the Consolidated Financial Statements and accompanying disclosures. Although these estimates are based on management’s best knowledge of current events and actions that we may undertake in the future, actual results may differ from those estimates. The Consolidated Financial Statements reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair presentation of results for these interim periods. The results of operations for the three months ended November 30, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending August 31, 2021.

Income Taxes

We apply an estimated annual effective tax rate to our year-to-date operating results to determine the interim provision for income tax expense. In addition, we recognize taxes related to unusual or infrequent items or resulting from a change in judgment regarding a position taken in a prior year as discrete items in the interim period in which the event occurs.

Commitments and Contingencies

In the normal course of business and in conjunction with certain client engagements, we have entered into contractual arrangements through which we may be obligated to indemnify clients with respect to certain matters. As of November 30, 2020 and August 31, 2020, our aggregate potential liability to our clients for expressly limited guarantees involving the performance of third parties was approximately $848,000 and $832,000, respectively, of which all but approximately $81,000 and $87,000, respectively, may be recovered from the other third parties if we are obligated to make payments to the indemnified parties as a consequence of a performance default by the other third parties. For arrangements with unspecified limitations, we cannot reasonably estimate the aggregate maximum potential liability, as it is inherently difficult to predict the maximum potential amount of such payments, due to the conditional nature and unique facts of each particular arrangement.

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BASIS OF PRESENTATION Impact of New Accounting Pronouncements Adopted (Tables)

3 Months Ended

Nov. 30, 2020

Accounting Standards Update and Change in Accounting Principle [Abstract]

Non-current investments

Our non-current investments are as follows:

	November 30, 2020		August 31, 2020
Equity method investments	$	211,765	$	240,446
Investments without readily determinable fair values	87,141		84,068
Total non-current investments	$	298,906	$	324,514

Depreciation, amortization and other

See table below for summary of depreciation on fixed assets, deferred transition amortization, intangible assets amortization and operating lease cost for the three months ended November 30, 2020 and 2019, respectively.

	Three Months Ended
	November 30, 2020		November 30, 2019
Depreciation	$	133,918	$	97,090
Amortization - Deferred transition	81,356		67,914
Amortization - Intangible assets	67,207		53,372
Other - Operating lease cost	185,719		181,082
Total depreciation, amortization and other	$	468,200	$	399,458

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REVENUES Contract Balances (Tables)

3 Months Ended

Nov. 30, 2020

Revenues [Abstract]

Contract with Customer, Asset and Liability [Table Text Block]

The following table provides information about the balances of our Receivables and Contract assets, net of allowance, and Contract liabilities (Deferred revenues):

	As of November 30, 2020		As of August 31, 2020
Receivables	$	7,799,770	$	7,192,110
Contract assets (current)	747,941		654,782
Receivables and contract assets, net of allowance (current)	8,547,711		7,846,892
Contract assets (non-current)	44,517		43,257
Deferred revenues (current)	3,524,781		3,636,741
Deferred revenues (non-current)	668,267		690,931

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EARNINGS PER SHARE (Tables)

3 Months Ended

Nov. 30, 2020

Earnings Per Share [Abstract]

Basic and Diluted Earnings Per Share

Basic and diluted earnings per share are calculated as follows:

	Three Months Ended
	November 30, 2020		November 30, 2019
Basic earnings per share
Net income attributable to Accenture plc	$	1,500,276	$	1,356,968
Basic weighted average Class A ordinary shares	634,271,482		635,722,309
Basic earnings per share	$	2.37	$	2.13
Diluted earnings per share
Net income attributable to Accenture plc	$	1,500,276	$	1,356,968
Net income attributable to noncontrolling interest in Accenture Canada Holdings Inc. (1)	1,700		1,741
Net income for diluted earnings per share calculation	$	1,501,976	$	1,358,709
Basic weighted average Class A ordinary shares	634,271,482		635,722,309
Class A ordinary shares issuable upon redemption/exchange of noncontrolling interest (1)	718,767		815,515
Diluted effect of employee compensation related to Class A ordinary shares	11,633,343		12,626,225
Diluted effect of share purchase plans related to Class A ordinary shares	256,143		225,395
Diluted weighted average Class A ordinary shares	646,879,735		649,389,444
Diluted earnings per share	$	2.32	$	2.09

(1)Diluted earnings per share assumes the exchange of all Accenture Canada Holdings Inc. exchangeable shares for Accenture plc Class A ordinary shares on a one-for-one basis. The income effect does not take into account “Net income attributable to noncontrolling interests - other,” since those shares are not redeemable or exchangeable for Accenture plc Class A ordinary shares.

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ACCUMULATED OTHER COMPREHENSIVE LOSS (Tables)

3 Months Ended

Nov. 30, 2020

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Loss

The following table summarizes the changes in the accumulated balances for each component of accumulated other comprehensive loss attributable to Accenture plc:

	Three Months Ended
	November 30, 2020		November 30, 2019
Foreign currency translation
Beginning balance	$	(1,010,279)	$	(1,207,975)
Foreign currency translation	67,443		40,145
Income tax benefit (expense)	1,313		(1,264)
Portion attributable to noncontrolling interests	(1,444)		(1,151)
Foreign currency translation, net of tax	67,312		37,730
Ending balance	(942,967)		(1,170,245)
Defined benefit plans
Beginning balance	(615,223)		(672,323)
Reclassifications into net periodic pension and post-retirement expense (1)	13,595		12,784
Income tax benefit (expense)	(2,702)		(4,021)
Portion attributable to noncontrolling interests	(12)		(11)
Defined benefit plans, net of tax	10,881		8,752
Ending balance	(604,342)		(663,571)
Cash flow hedges
Beginning balance	63,714		38,993
Unrealized gain (loss)	25,364		38,408
Reclassification adjustments into Cost of services	(20,895)		(20,019)
Income tax benefit (expense)	(71)		(4,244)
Portion attributable to noncontrolling interests	(5)		(18)
Cash flow hedges, net of tax	4,393		14,127
Ending balance (2)	68,107		53,120
Investments
Beginning balance	(49)		728
Unrealized gain (loss)	49		—
Income tax benefit (expense)	—		—
Portion attributable to noncontrolling interests	—		—
Investments, net of tax	49		—
Ending balance	—		728
Accumulated other comprehensive loss	$	(1,479,202)	$	(1,779,968)

(1)Reclassifications into net periodic pension and post-retirement expense are recognized in Cost of services, Sales and marketing, General and administrative costs and non-operating expenses.

(2)As of November 30, 2020, $66,522 of net unrealized gains related to derivatives designated as cash flow hedges is expected to be reclassified into Cost of services in the next twelve months.

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GOODWILL AND INTANGIBLE ASSETS (Tables)

3 Months Ended

Nov. 30, 2020

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

The changes in the carrying amount of goodwill by reportable operating segment are as follows:

	August 31, 2020		Additions/ Adjustments		Foreign Currency Translation		November 30, 2020
North America	$	4,604,441	$	225,619	$	647	$	4,830,707
Europe	2,138,088		120,090		9,356		2,267,534
Growth Markets	967,291		48,909		12,970		1,029,170
Total	$	7,709,820	$	394,618	$	22,973	$	8,127,411

Schedule of Finite-Lived Intangible Assets [Table Text Block]

Our definite-lived intangible assets by major asset class are as follows:

	August 31, 2020						November 30, 2020
Intangible Asset Class	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer-related	$	1,319,332	$	(495,367)	$	823,965	$	1,386,214	$	(527,370)	$	858,844
Technology	150,765		(55,543)		95,222		170,600		(56,977)		113,623
Patents	129,295		(66,954)		62,341		128,399		(65,928)		62,471
Other	82,676		(34,986)		47,690		82,622		(36,575)		46,047
Total	$	1,682,068	$	(652,850)	$	1,029,218	$	1,767,835	$	(686,850)	$	1,080,985

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

Estimated future amortization related to intangible assets held as of November 30, 2020 is as follows:

Fiscal Year	Estimated Amortization
Remainder of 2021	$	179,796
2022	198,541
2023	178,958
2024	158,361
2025	138,373
Thereafter	226,956
Total	$	1,080,985

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SHAREHOLDERS' EQUITY (Tables)

3 Months Ended

Nov. 30, 2020

Equity [Abstract]

Schedule of Dividend Activity

Our dividend activity during the three months ended November 30, 2020 is as follows:

	Dividend Per Share		Accenture plc Class A Ordinary Shares			Accenture Canada Holdings Inc. Exchangeable Shares			Total Cash Outlay
Dividend Payment Date			Record Date	Cash Outlay		Record Date	Cash Outlay
November 13, 2020	$	0.88	October 13, 2020	$	557,419	October 9, 2020	$	633	$	558,052

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FINANCIAL INSTRUMENTS (Tables)

3 Months Ended

Nov. 30, 2020

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Notional and Fair Values of All Derivative Instruments

The notional and fair values of all derivative instruments are as follows:

	November 30, 2020		August 31, 2020
Assets
Cash Flow Hedges
Other current assets	$	79,405	$	75,871
Other non-current assets	50,138		50,914
Other Derivatives
Other current assets	42,697		27,964
Total assets	$	172,240	$	154,749
Liabilities
Cash Flow Hedges
Other accrued liabilities	$	12,883	$	13,614
Other non-current liabilities	12,691		13,576
Other Derivatives
Other accrued liabilities	5,428		11,828
Total liabilities	$	31,002	$	39,018
Total fair value	$	141,238	$	115,731
Total notional value	$	9,367,230	$	9,600,691

Offsetting Derivative Assets and Liabilities Table

We utilize standard counterparty master agreements containing provisions for the netting of certain foreign currency transaction obligations and for the set-off of certain obligations in the event of an insolvency of one of the parties to the transaction. In the Consolidated Balance Sheets, we record derivative assets and liabilities at gross fair value. The potential effect of netting derivative assets against liabilities under the counterparty master agreements is as follows:

	November 30, 2020		August 31, 2020
Net derivative assets	$	159,030	$	129,520
Net derivative liabilities	17,792		13,789
Total fair value	$	141,238	$	115,731

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SEGMENT REPORTING (Tables)

3 Months Ended

Nov. 30, 2020

Segment Reporting [Abstract]

Reportable Operating Segments

	Operating Income
	Three Months Ended
	November 30, 2020		November 30, 2019
GEOGRAPHIC MARKETS
North America	$	888,809	$	828,407
Europe	629,430		558,951
Growth Markets	372,430		379,905
Total Operating Income	$	1,890,669	$	1,767,263

Schedule of segment reporting revenues

Our reportable segments are our three geographic markets, which are North America, Europe and Growth Markets. Information regarding reportable segments, industry groups and type of work is as follows:

	Revenues
	Three Months Ended
	November 30, 2020		November 30, 2019
GEOGRAPHIC MARKETS
North America	$	5,480,963	$	5,287,812
Europe	3,967,408		3,789,657
Growth Markets	2,313,814		2,281,489
Total Revenues	$	11,762,185	$	11,358,958
INDUSTRY GROUPS (1)
Communications, Media & Technology	$	2,333,645	$	2,245,470
Financial Services	2,346,291		2,190,107
Health & Public Service	2,211,889		1,969,214
Products	3,206,125		3,220,015
Resources	1,664,235		1,734,152
Total Revenues	$	11,762,185	$	11,358,958
TYPE OF WORK
Consulting	$	6,332,572	$	6,377,251
Outsourcing	5,429,613		4,981,707
Total Revenues	$	11,762,185	$	11,358,958

(1)Effective September 1, 2020, we revised the reporting of our industry groups to include amounts previously reported in Other. Prior period amounts have been reclassified to conform with the current period presentation.

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BASIS OF PRESENTATION - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2020	Nov. 30, 2019	Aug. 31, 2020
Accounts Receivable, Allowance for Credit Loss, Current	$ 38,315		$ 40,277
Depreciation	133,918	$ 97,090
Accumulated depreciation	2,414,951		2,313,731
DeferredTransitionAmortizationExpense	81,356	$ 67,914
Retained earnings	13,276,702		12,375,533
Contract assets, (current)	$ 747,941		$ 654,782

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BASIS OF PRESENTATION - Depreciation and Amortization (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2020	Nov. 30, 2019	Aug. 31, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Depreciation	$ 133,918	$ 97,090
Amortization of Intangible Assets	67,207	53,372
Operating Lease, Cost	185,719	181,082
Depreciation, Amortization and Other	468,200	399,458
Accumulated depreciation	2,414,951		$ 2,313,731
DeferredTransitionAmortizationExpense	$ 81,356	$ 67,914

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BASIS OF PRESENTATION- Debt and Equity Securities (Details) - USD ($) $ in Thousands	Nov. 30, 2020	Aug. 31, 2020
Equity Securities without Readily Determinable Fair Value [Line Items]
Equity Method Investments	$ 211,765	$ 240,446
Equity Securities Without Readily Determinable Fair Values	87,141	84,068
Investments	$ 298,906	$ 324,514
Equity Method Investment, Ownership Percentage	19.00%	22.00%
Equity Method Investments, Fair Value Disclosure	$ 850,825	$ 956,308
acn_DuckCreekEquityMethodInvestment [Member]
Equity Securities without Readily Determinable Fair Value [Line Items]
Equity Method Investments	$ 201,810	$ 230,219

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REVENUES Performance Obligations (Details) - USD ($) $ in Billions	Aug. 31, 2022	Aug. 31, 2021	Nov. 30, 2020	Aug. 31, 2020
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Amount			$ 19	$ 20
Forecast [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]
Revenue, Remaining Performance Obligation, Percentage	19.00%	62.00%

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REVENUES Contract Balances (Details) - USD ($)	3 Months Ended
	Nov. 30, 2020	Nov. 30, 2019	Aug. 31, 2020
Revenues [Abstract]
Deferred transition revenues	$ 668,267,000		$ 690,931,000
Deferred Costs, Noncurrent	715,897,000		723,168,000
Receivables, net of allowance	7,799,770,000		7,192,110,000
Contract assets, (current)	747,941,000		654,782,000
Receivables and contract assets	8,547,711,000		7,846,892,000
Contract assets (non-current)	44,517,000		43,257,000
Deferred revenues (current)	3,524,781,000		3,636,741,000
Deferred revenues (non-current)	668,267,000		$ 690,931,000
Contract with Customer, Liability, Revenue Recognized	$ 2,000,000,000.0	$ 1,800,000,000

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EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Nov. 30, 2020	Nov. 30, 2019
Basic earnings per share
Net income attributable to Accenture plc	$ 1,500,276	$ 1,356,968
Basic weighted average Class A ordinary shares	634,271,482	635,722,309
Basic earnings per share	$ 2.37	$ 2.13
Diluted earnings per share
NET INCOME ATTRIBUTABLE TO ACCENTURE PLC	$ 1,500,276	$ 1,356,968
Net income attributable to noncontrolling interest in Accenture Canada Holdings Inc. (1)	1,700	1,741
Net income for diluted earnings per share calculation	$ 1,501,976	$ 1,358,709
Basic weighted average Class A ordinary shares	634,271,482	635,722,309
Class A ordinary shares issuable upon redemption/exchange of noncontrolling interest (1)	718,767	815,515
Diluted effect of employee compensation related to Class A ordinary shares	11,633,343	12,626,225
Diluted effect of share purchase plans related to Class A ordinary shares	256,143	225,395
Diluted weighted average Class A ordinary shares	646,879,735	649,389,444
Diluted earnings per share	$ 2.32	$ 2.09

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ACCUMULATED OTHER COMPREHENSIVE LOSS (Details) - USD ($) $ in Thousands		3 Months Ended
		Nov. 30, 2020	Nov. 30, 2019	Aug. 31, 2020
Foreign currency translation
Beginning balance		$ (1,010,279)	$ (1,207,975)
Foreign currency translation		67,443	40,145
Income tax benefit (expense)		1,313	(1,264)
Portion attributable to noncontrolling interests		(1,444)	(1,151)
Foreign currency translation, net of tax		67,312	37,730
Ending balance		(942,967)	(1,170,245)
Defined benefit plans
Beginning balance		(615,223)	(672,323)
Reclassifications into net periodic pension and post-retirement expense (1)	[1]	13,595	12,784
Income tax benefit (expense)		(2,702)	(4,021)
Portion attributable to noncontrolling interests		(12)	(11)
Defined benefit plans, net of tax		10,881	8,752
Ending balance		(604,342)	(663,571)
Cash flow hedges
Beginning balance		63,714	38,993
Unrealized gain (loss)		25,364	38,408
Reclassification adjustments into Cost of services		(20,895)	(20,019)
Income tax benefit (expense)		(71)	(4,244)
Portion attributable to noncontrolling interests		(5)	(18)
Cash flow hedges, net of tax		4,393	14,127
Ending balance (2)	[2]	68,107	53,120
Investments
Beginning balance		(49)	728
Unrealized gain (loss)		(49)	0
Income tax benefit (expense)		0	0
Portion attributable to noncontrolling interests		0	0
Investments, net of tax		(49)	0
Ending balance		0	728
Accumulated other comprehensive loss		$ (1,479,202)	$ (1,779,968)	$ (1,561,837)

[1] Reclassifications into net periodic pension and post-retirement expense are recognized in Cost of services, Sales and marketing, General and administrative costs and non-operating expenses.

[2] As of November 30, 2020, $66,522 of net unrealized gains related to derivatives designated as cash flow hedges is expected to be reclassified into Cost of services in the next twelve months.

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ACCUMULATED OTHER COMPREHENSIVE LOSS Derivatives Designated as Cash Flow Hedges (Details) $ in Thousands	3 Months Ended
	Nov. 30, 2020 USD ($)
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Cash Flow Hedge Gain (Loss) to be Reclassified within Twelve Months	$ 66,522

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BUSINESS COMBINATIONS- Additional Information (Details) $ in Thousands	3 Months Ended
	Nov. 30, 2020 USD ($)
Series of Individually Immaterial Business Acquisitions [Member]
Business Acquisitions [Line Items]
Cash Consideration	$ 493,354

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GOODWILL AND INTANGIBLE ASSETS - Goodwill Rollforward (Details) $ in Thousands	3 Months Ended
	Nov. 30, 2020 USD ($)
Goodwill [Line Items]
Goodwill	$ 7,709,820
Goodwill, Acquired During Period	394,618
Goodwill, Translation Adjustments	22,973
Goodwill	8,127,411
North America [Member]
Goodwill [Line Items]
Goodwill	4,604,441
Goodwill, Acquired During Period	225,619
Goodwill, Translation Adjustments	647
Goodwill	4,830,707
Europe [Member]
Goodwill [Line Items]
Goodwill	2,138,088
Goodwill, Acquired During Period	120,090
Goodwill, Translation Adjustments	9,356
Goodwill	2,267,534
Growth Markets [Member]
Goodwill [Line Items]
Goodwill	967,291
Goodwill, Acquired During Period	48,909
Goodwill, Translation Adjustments	12,970
Goodwill	$ 1,029,170

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GOODWILL AND INTANGIBLE ASSETS - Intangible Table by Major Class (Details) - USD ($) $ in Thousands	Nov. 30, 2020	Aug. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 1,767,835	$ 1,682,068
Accumulated Amortization	(686,850)	(652,850)
Net Carrying Amount	1,080,985	1,029,218
Customer-related
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	1,386,214	1,319,332
Accumulated Amortization	(527,370)	(495,367)
Net Carrying Amount	858,844	823,965
Technology
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	170,600	150,765
Accumulated Amortization	(56,977)	(55,543)
Net Carrying Amount	113,623	95,222
Patents
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	128,399	129,295
Accumulated Amortization	(65,928)	(66,954)
Net Carrying Amount	62,471	62,341
Other
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	82,622	82,676
Accumulated Amortization	(36,575)	(34,986)
Net Carrying Amount	$ 46,047	$ 47,690

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GOODWILL AND INTANGIBLE ASSETS - Amortization (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2020	Nov. 30, 2019	Aug. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of Intangible Assets	$ 67,207	$ 53,372
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]
Finite-Lived Intangible Assets, Amortization Expense, Remainder of Fiscal Year	179,796
Finite-Lived Intangible Asset, Expected Amortization, Year One	198,541
Finite-Lived Intangible Assets, Amortization Expense, Year Two	178,958
Finite-Lived Intangible Assets, Amortization Expense, Year Three	158,361
Finite-Lived Intangible Assets, Amortization Expense, Year Four	138,373
Finite-Lived Intangible Assets, Amortization Expense, after Year Four	226,956
Net Carrying Amount	$ 1,080,985		$ 1,029,218

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SHAREHOLDERS' EQUITY - Dividend Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Nov. 30, 2020	Nov. 30, 2019
Dividends [Line Items]
Dividend Per Share	$ 0.88	$ 0.80
Dividend Payment November 2020
Dividends [Line Items]
Dividend Payment Date	Nov. 13, 2020
Dividend Per Share	$ 0.88
Cash Outlay	$ 558,052
Dividend Payment November 2020 | Accenture Canada Holdings Inc Exchangeable Shares [Member]
Dividends [Line Items]
Record Date	Oct. 09, 2020
Cash Outlay	$ 633
Dividend Payment November 2020 | Class A ordinary shares
Dividends [Line Items]
Record Date	Oct. 13, 2020
Cash Outlay	$ 557,419

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SHAREHOLDERS' EQUITY - Subsequent Event - Additional Information (Details) - $ / shares	Feb. 12, 2021	Jan. 14, 2021	Dec. 16, 2020	Nov. 30, 2020
Dividends Payable [Line Items]
Dividends Payable, Amount Per Share				$ 0.88
Dividend Declared [Member] | Class A Ordinary Shares | Subsequent Event [Member]
Dividends Payable [Line Items]
Cash dividend declared date			Dec. 16, 2020
Cash dividend record date		Jan. 14, 2021
Cash dividend payment date	Feb. 12, 2021

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FINANCIAL INSTRUMENTS - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2020	Nov. 30, 2019
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Realized gains or (losses) and changes in the estimated fair value of derivatives not designated as hedges	$ 28,324	$ (56,619)

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FINANCIAL INSTRUMENTS - Notional and Fair Values of All Derivative Instruments (Details) - USD ($) $ in Thousands	Nov. 30, 2020	Aug. 31, 2020
Assets
Fair value of derivative assets	$ 172,240	$ 154,749
Liabilities
Fair value of derivative liabilities	31,002	39,018
Total fair value	141,238	115,731
Derivative, Notional Amount	9,367,230	9,600,691
Cash Flow Hedging [Member] | Other current assets
Assets
Fair value of derivative assets	79,405	75,871
Cash Flow Hedging [Member] | Other non-current assets
Assets
Fair value of derivative assets	50,138	50,914
Cash Flow Hedging [Member] | Other Current Liabilities [Member]
Liabilities
Fair value of derivative liabilities	12,883	13,614
Cash Flow Hedging [Member] | Other non-current liabilities
Liabilities
Fair value of derivative liabilities	12,691	13,576
Other Derivatives | Other current assets
Assets
Fair value of derivative assets	42,697	27,964
Other Derivatives | Other Current Liabilities [Member]
Liabilities
Fair value of derivative liabilities	$ 5,428	$ 11,828

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FINANCIAL INSTRUMENTS Offsetting Derivative Assets and Liabilities (Details) - USD ($) $ in Thousands	Nov. 30, 2020	Aug. 31, 2020
Offsetting [Abstract]
Net derivative assets	$ 159,030	$ 129,520
Net derivative liabilities	17,792	13,789
Total fair value	$ 141,238	$ 115,731

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INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2020	Nov. 30, 2019
Income Tax Disclosure [Abstract]
Effective Income Tax Rate Reconciliation, Percent	23.40%	23.60%
Gain on equity method investment	$ 119,700	$ 60,492
Gain on equity method investment, tax impact	$ 22,906	$ 10,183
Effective tax rate excluding equity method investment gain	23.70%	23.90%

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COMMITMENTS AND CONTINGENCIES - Additional Information (Details) - USD ($) $ in Thousands	Nov. 30, 2020	Aug. 31, 2020
Indemnifications and Guarantees [Abstract]
Expressly limited performance guarantee	$ 848,000	$ 832,000
Portion of guarantee not recoverable	$ 81,000	$ 87,000

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SEGMENT REPORTING - Reportable Operating Segments (Details) - USD ($) $ in Thousands	3 Months Ended
	Nov. 30, 2020	Nov. 30, 2019
Segment Reporting Information [Line Items]
Revenues	$ 11,762,185	$ 11,358,958
Operating income	1,890,669	1,767,263
Consulting Revenue [Member]
Segment Reporting Information [Line Items]
Revenues	6,332,572	6,377,251
Outsourcing Revenue [Member]
Segment Reporting Information [Line Items]
Revenues	5,429,613	4,981,707
North America [Member]
Segment Reporting Information [Line Items]
Revenues	5,480,963	5,287,812
Operating income	888,809	828,407
Europe [Member]
Segment Reporting Information [Line Items]
Revenues	3,967,408	3,789,657
Operating income	629,430	558,951
Growth Markets [Member]
Segment Reporting Information [Line Items]
Revenues	2,313,814	2,281,489
Operating income	372,430	379,905
Communications, Media & Technology
Segment Reporting Information [Line Items]
Revenues	2,333,645	2,245,470
Financial Services
Segment Reporting Information [Line Items]
Revenues	2,346,291	2,190,107
Health & Public Service
Segment Reporting Information [Line Items]
Revenues	2,211,889	1,969,214
Products
Segment Reporting Information [Line Items]
Revenues	3,206,125	3,220,015
Resources
Segment Reporting Information [Line Items]
Revenues	$ 1,664,235	$ 1,734,152